Common use of Limitations on Debt Payments and Amendments Clause in Contracts

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the Restricted Subsidiaries to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness that is subordinated in right of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”); provided, however, that the Borrower and the Restricted Subsidiaries may prepay, repurchase or redeem or otherwise defease Junior Indebtedness (i) in an aggregate amount from the Closing Date not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness that is subordinated in right of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Restricted Indebtedness”); provided, however, that (x) the Borrower and the any Restricted Subsidiaries Subsidiary may prepay, repurchase or redeem or otherwise defease Junior Restricted Indebtedness with the Net Cash Proceeds of Permitted Other Indebtedness that is unsecured or secured by a Lien ranking junior to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(b) and (y) the Borrower or Restricted Subsidiary may prepay, repurchase or redeem Restricted Indebtedness (i) in an aggregate amount from the 2014 July Repricing Effective Date, when aggregated with (A) the aggregate amount of dividends paid pursuant to Section 10.6(c) from the Original Closing Date (other than dividends paid pursuant to Section 10.6(c)(x) prior to March 31, 2015) and (B) all loans and advances to any direct or indirect parent of the Borrower made pursuant to Section 10.5(m) (in lieu of dividends permitted by Section 10.6(c)), not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, $400,000,000 plus (A2) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 Basis, to 1.0 the making of such prepayment, repurchase or redemption, the Applicable Amount at the time of such prepayment, repurchase or redemption; provided the use of such amounts in clauses (1) and (2) shall be subject to no Default or Event of Default having occurred and continuing at the date of such prepayment, repurchase, redemption or other defeasance or resulting therefrom, plus (23) the Applicable Equity Amount at the time of such prepayment, repurchaserepurchase or redemption; for the avoidance of doubt, redemption or other defeasance plus (3dividends paid in reliance on and in compliance with Section 10.6(c) the Applicable Amount at the time shall not retroactively cause any breach of such prepayment, repurchase, redemption or other defeasance, provided that this Section 10.7(a)(y)(i) in respect of any prepayments, repurchases or redemptions or defeasances made amounts previously prepaid in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect theretocompliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent Permitted Additional Debt. For the avoidance of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoingdoubt, nothing in this Section 10.7 shall prohibit restrict (Ai) any prepayment, repurchase, redemption or defeasance made after the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions Original Closing Date in connection with intercompany debt restructurings so long the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as such Indebtedness is permitted by Section 10.1 of the end of any accrual period ending after giving effect to such transferthe fifth anniversary of the Original Closing Date or (iii) the prepayment, repurchase or redemption of the PIK Notes with the net proceeds of Additional 2018 New Dollar Term Loans.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease any Senior Notes, Senior Interim Loans, Senior Subordinated Notes, Senior Subordinated Interim Loans, Permitted Additional Debt or any Permitted Other Indebtedness that is subordinated in right of payment or lien incurred pursuant to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”Section 10.1(bb)(i)(b); provided, however, that (x) the Borrower and the any Restricted Subsidiaries Subsidiary may prepay, repurchase or redeem or otherwise defease Junior Senior Notes and/or Senior Subordinated Notes with the Net Cash Proceeds of Permitted Other Indebtedness that is unsecured or secured by a Lien ranking junior to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(b) and (y) so long as no Default or Event of Default shall have occurred and be continuing at the date of such prepayment, repurchase, redemption or other defeasance or would result therefrom, the Borrower or Restricted Subsidiary may prepay, repurchase or redeem Senior Notes, Senior Interim Loans, Senior Subordinated Notes, Senior Subordinated Interim Loans, Permitted Additional Debt or Permitted Other Indebtedness incurred pursuant to Section 10.1(bb)(i)(b) (i) in an aggregate amount from the Original Closing Date, when aggregated with (A) the aggregate amount of dividends paid pursuant to Section 10.6(c) from the Original Closing Date and (B) all loans and advances to any direct or indirect parent of the Borrower made pursuant to Section 10.5(m), not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, $400,000,000 plus (A2) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 Basis, to 1.0 plus (2) the Applicable Equity Amount at the time making of such prepayment, repurchaserepurchase or redemption, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption repurchase or other defeasance, redemption; provided that in respect of any prepaymentsto the extent that the Indebtedness being prepaid, repurchases repurchased, redeemed or redemptions or defeasances made in reliance of otherwise defeased pursuant to this clause (i) comprises Senior Subordinated Notes and such prepayment, repurchase or redemption is made from the proceeds of other Indebtedness incurred by the Borrower or its Restricted Subsidiaries, such Indebtedness shall be subordinated to the Obligations on terms at least as favorable to the Lenders as the Senior Subordinated Notes; (ii) in the case of Senior Notes with the proceeds of Senior Notes described in clause (b) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto)thereof; (iiiii) in the case of Senior Subordinated Notes, with the proceeds from, or of Senior Subordinated Notes described in exchange for, Indebtedness permitted under Section 10.1, clause (iiib) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and definition thereof, (iv) within 60 days in the case of Senior Interim Loans with the proceeds of Senior Notes described in clause (a) of the applicable Redemption Notice ifdefinition thereof, at (v) in the date case of any paymentSenior Subordinated Interim Loans, redemptionwith the proceeds of Senior Subordinated Notes described in clause (a) of the definitions thereof ; (vi) in the case of Permitted Additional Debt, repurchase, retirement, termination or cancellation notice with the proceeds of other Permitted Additional Debt and (vii) in respect thereof (each, a “Redemption Notice”the case of Permitted Other Indebtedness incurred pursuant to Section 10.1(bb)(i)(b), such payment, redemption, repurchase, retirement, termination with the proceeds of Permitted Other Indebtedness that is unsecured or cancellation would have complied with another provision that is secured by a Lien ranking junior to the Lien securing the Obligations. For the avoidance of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoingdoubt, nothing in this Section 10.7 shall prohibit restrict (Ai) any prepayment, repurchase, redemption or defeasance made after the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions Original Closing Date in connection with intercompany debt restructurings so long the Debt Repayment or (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as such Indebtedness is permitted by Section 10.1 of the end of any accrual period ending after giving effect to such transferthe fifth anniversary of the Original Closing Date.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease the Senior Interim Loans, the Senior Notes, any Permitted Second Lien Debt or any Permitted Additional Debt comprised of senior subordinated or subordinated Indebtedness (it being understood that is subordinated payments of regularly scheduled cash interest in right respect of payment the Senior Interim Loans, the Senior Notes, such Permitted Second Lien Debt or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”such Permitted Additional Debt shall be permitted); provided, however, that the Borrower and the Restricted Subsidiaries or any Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Junior the Senior Interim Loans, the Senior Notes, any Permitted Second Lien Debt or any such Permitted Additional Debt (A) with the proceeds of any Permitted Refinancing Indebtedness (i) including, in an aggregate amount from the Closing Date not in excess case of the sum Senior Interim Loans, with the proceeds of any Senior Notes), (1B) by converting or exchanging the Senior Interim Loans, the Senior Notes, any Permitted Second Lien Debt or any such Permitted Additional Debt to Stock (other than Disqualified Stock) of the Borrower or any of its direct or indirect parent or (C) so long as no Event of Default shall have occurred and be continuing or would result therefromas, after giving Pro Forma Effect thereto, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A1) no Event of Default shall have has occurred and be is continuing or would result therefrom and (B2) the Consolidated Total Net Leverage Ratio Liquidity is not greater less than 4.50 to 1.0 10% of the then effective Borrowing Base (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying to such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemptionprepayment, repurchase, retirement, termination redemption or cancellation notice in respect thereof (each, a “Redemption Notice”defeasance), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.;

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, voluntarily to prepay, repurchase or repurchase, redeem or otherwise defease any Subordinated Indebtedness (it being understood that is subordinated in right payments of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”regularly scheduled interest shall be permitted); provided, however, provided that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Junior any Subordinated Indebtedness (i) with the proceeds of any Permitted Refinancing Indebtedness in respect of such Indebtedness, (ii) by converting or exchanging any such Indebtedness to Capital Stock of Holdings or any of its Parent Entities or (iii) an aggregate amount from the Closing Date not in excess of to exceed the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Available Equity Amount at the time of such prepayment, repurchaseredemption, redemption repurchase or other defeasance plus (3B) the Applicable greater of (x) $25,000,000 and (y) 0.7% of Consolidated Total Assets (measured as of the date such prepayment, redemption, repurchase or defeasance is made based upon the Section 9.1 Financials most recently delivered on or prior to such date) plus (C) so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) the Borrower would be in compliance, on a Pro Forma Basis, with a Consolidated Total Debt to Consolidated EBITDA Ratio of 2.0:1.0 after giving effect thereto, with an aggregate amount not to exceed the Available Amount at the time of such prepayment, repurchaseredemption, redemption repurchase or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause defeasance plus (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (BD) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, Remaining Dividends Amount at the date time of any paymentsuch prepayment, redemption, repurchase, retirement, termination repurchase or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transferdefeasance.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily optionally prepay, repurchase or redeem or otherwise defease the Senior Notes or any Permitted Additional Debt comprised of senior subordinated or subordinated Indebtedness (it being understood that is subordinated payments of regularly scheduled cash interest in right respect of, and payment of payment principal on the scheduled maturity date of, the Senior Notes or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”such Permitted Additional Debt shall be permitted); provided, however, that the Borrower and the Restricted Subsidiaries or any Subsidiary may optionally prepay, repurchase or repurchase, redeem or otherwise defease Junior Indebtedness the Senior Notes or any such Permitted Additional Debt (iA) in an aggregate amount from with the Closing Date not in excess proceeds of any Permitted Refinancing Indebtedness, (B) by converting or exchanging the Senior Notes or any such Permitted Additional Debt to Stock (other than Disqualified Stock) of the sum Borrower or any of its direct or indirect parent or (C) so long as, after giving pro forma effect thereto, (1) so long as no Event of Default shall have has occurred and be is continuing or would result therefrom, and (2) (A) during a Borrowing Base Trigger Period, the greater of (x) $500,000,000 and (y) 30Available Revolving Commitment is not less than 10% of Consolidated EBITDA for the most recently ended Test Period then effective Revolving Loan Limit (calculated on a Pro Forma Basispro forma basis after giving effect to such prepayment, repurchase, redemption or defeasance) and (B) additional unlimited amountsduring an Investment Grade Period, provided that the Borrower shall be in compliance on a Pro Forma Basis pro forma basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 the Financial Performance Covenants as such covenants are re-computed as of the last day of the most recently ended Test Period as if such prepayment, repurchase, 107 redemption or defeasance had been effected on the first day of such Test Period after giving effect to 1.0 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.;

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, voluntarily prepay, repurchase or repurchase, redeem or otherwise defease or make similar payments in respect of any Indebtedness Junior Debt prior to its stated maturity (it being understood that is subordinated in right payments of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”); providedregularly scheduled interest, howeverfees, that the Borrower and the Restricted Subsidiaries may prepayexpenses, repurchase or redeem or otherwise defease Junior Indebtedness (i) in an aggregate amount from the Closing Date not in excess of the sum of (1) indemnification obligations and, so long as no Event of Default shall have occurred and be under Section 11.1 or 11.5 is continuing or would result therefrom, AHYDO Catch-Up Payments shall be permitted); provided, however, the Borrower or any Restricted Subsidiary may prepay, repurchase, redeem, defease, acquire or otherwise make payments on any such Indebtedness (i) with the proceeds of any Permitted Refinancing Indebtedness in respect of such Indebtedness, (ii) by converting or exchanging any such Indebtedness to Capital Stock of Holdings or any of its Parent Entities and (iii) (A) the greater of so long as (x) $500,000,000 no Event of Default has occurred and is continuing or would result therefrom and (y) 30% of Consolidated EBITDA for after giving pro forma effect to such prepayment, repurchase, redemption, defeasance, acquisition or other payment, the most recently ended Test Period (calculated Borrower would be in compliance, on a Pro Forma Basis) and (B) additional unlimited amountspro forma basis, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not Debt to Consolidated EBITDA Ratio, calculated as of the last day of the Test Period most recently ended on or prior to the date of any such payment, as if such prepayment, repurchase, redemption, defeasance, acquisition or other payment and any other transactions being consummated in connection therewith occurred on the first day of such Test Period, of no greater than 2.0 5.25:1.00 after giving pro forma effect thereto, (B) in an aggregate amount not to 1.0 plus (2) exceed the Applicable Equity Available Amount at the time of such prepayment, repurchase, redemption redemption, defeasance, acquisition or other defeasance plus payment, so long as (3x) no Event of Default has occurred and is continuing or would result therefrom and (y) after giving pro forma effect to such prepayment, repurchase, redemption, defeasance, acquisition or other payment, the Applicable Borrower would be in compliance, on a pro forma basis, with a Consolidated EBITDA to Consolidated Interest Expense Ratio, calculated as of the last day of the Test Period most recently ended on or prior to the date of such prepayment, redemption, repurchase, defeasance, acquisition or other payment, as if such prepayment, repurchase, redemption, defeasance, acquisition or other payment and any other transactions being consummated in connection therewith occurred on the first day of such Test Period, of no less than 2.00:1.00, (C) in an aggregate amount not to exceed the Available Equity Amount at the time of such prepayment, redemption, repurchase, redemption defeasance, acquisition or other defeasancepayment, provided (D) in an aggregate amount not to exceed the portion, if any, of the Restricted Payment Amount, on the relevant date of determination that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of the Borrower elects to apply pursuant to this clause (ii) of the definition of Applicable AmountD), (AE) no Event any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Default shall have occurred and be continuing or would result therefrom and (BJunior Debt Incurred pursuant to Section 10.1(j) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except Indebtedness Incurred (I) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Borrower or a Restricted Subsidiary or (II) otherwise in connection with or contemplation of such acquisition), so long as permitted hereunder) such purchase, repurchase, redemption, defeasance or other acquisition or similar payment is made or deposited with a trustee or other similar representative of the holders of such Junior Debt contemporaneously with, or substantially simultaneously with, the closing of the Acquisition under which such Junior Debt is Incurred and (ivF) the payment, redemption, repurchase, retirement, termination or cancellation of Indebtedness within 60 days of the applicable date of the Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a the “Redemption Notice”), such payment, redemption, repurchase, retirement, retirement termination or cancellation would have complied with another provision of this Section 10.7, 10.7(a); provided that such payment, redemption, repurchase, retirement, retirement termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoingforegoing and for the avoidance of doubt, nothing in this Section 10.7 shall prohibit (Ai) the repayment repayment, prepayment, repurchase, redemption or prepayment other payment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment or (Bii) substantially concurrent transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving pro forma effect to such transfer.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, voluntarily prepay, repurchase or repurchase, redeem or otherwise defease or make similar payments in respect of any Indebtedness Junior Debt prior to its stated maturity (it being understood that is subordinated in right payments of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”); providedregularly scheduled interest, howeverfees, that the Borrower and the Restricted Subsidiaries may prepayexpenses, repurchase or redeem or otherwise defease Junior Indebtedness (i) in an aggregate amount from the Closing Date not in excess of the sum of (1) indemnification obligations and, so long as no Event of Default shall have occurred and be under Section 11.1 or 11.5 is continuing or would result therefrom, AHYDO Catch-Up Payments shall be permitted); provided, however, the Borrower or any Restricted Subsidiary may prepay, repurchase, redeem, defease, acquire or otherwise make payments on any such Indebtedness (i) with the proceeds of any Permitted Refinancing Indebtedness in respect of such Indebtedness, (ii) by converting or exchanging any such Indebtedness to Capital Stock of Holdings or any of its Parent Entities and (iii) (A) the greater of so long as (x) $500,000,000 no Event of Default has occurred and is continuing or would result therefrom and (y) 30% of Consolidated EBITDA for after giving pro forma effect to such prepayment, repurchase, redemption, defeasance, acquisition or other payment, the most recently ended Test Period (calculated Borrower would be in compliance, on a Pro Forma Basis) and (B) additional unlimited amountspro forma basis, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not Debt to Consolidated EBITDA Ratio, calculated as of the last day of the Test Period most recently ended on or prior to the date of any such payment, as if such prepayment, repurchase, redemption, defeasance, acquisition or other payment and any other transactions being consummated in connection therewith occurred on the first day of such Test Period, of no greater than 2.0 4.25:1.00 after giving pro forma effect thereto, (B) in an aggregate amount not to 1.0 plus (2) exceed the Applicable Equity Available Amount at the time of such prepayment, repurchase, redemption redemption, defeasance, acquisition or other defeasance plus payment, so long as no Event of Default has occurred and is continuing or would result therefrom, (3C) in an aggregate amount not to exceed the Applicable Available Equity Amount at the time of such prepayment, redemption, repurchase, redemption defeasance, acquisition or other defeasancepayment, provided (D) in an aggregate amount not to exceed the portion, if any, of the Restricted Payment Amount, on the relevant date of determination that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of the Borrower elects to apply pursuant to this clause (iiD), (E) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Junior Debt Incurred pursuant to Section 10.1(j) (other than Indebtedness Incurred (I) to provide all or any portion of the definition funds utilized to consummate the transaction or series of Applicable Amountrelated transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Borrower or a Restricted Subsidiary or (II) otherwise in connection with or contemplation of such acquisition), so long as such purchase, repurchase, redemption, defeasance or other acquisition or similar payment is made or deposited with a trustee or other similar representative of the holders of such Junior Debt contemporaneously with, or substantially simultaneously with, the closing of the Acquisition under which such Junior Debt is Incurred, (AF) no Event any mandatory redemption, repurchase, retirement, termination or cancellation of Default shall have occurred Disqualified Capital Stock (to the extent such Disqualified Capital Stock constitutes Indebtedness and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) was Incurred in compliance with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iiiG) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) [reserved] and (ivH) the payment, redemption, repurchase, retirement, termination or cancellation of Indebtedness within 60 days of the applicable date of the Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a the “Redemption Notice”), such payment, redemption, repurchase, retirement, retirement termination or cancellation would have complied with another provision of this Section 10.7, 10.7(a); provided that such payment, redemption, repurchase, retirement, retirement termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoingforegoing and for the avoidance of doubt, nothing in this Section 10.7 shall prohibit (Ai) the repayment repayment, prepayment, repurchase, redemption or prepayment other payment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment or (Bii) substantially concurrent transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving pro forma effect to such transfer.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, voluntarily prepay, repurchase or repurchase, redeem or otherwise defease or make similar payments in respect of any Indebtedness that is subordinated in right of payment Material Junior Debt (any such payments, “Junior Debt Payments”) on or lien prior to the Obligations with Stated Maturities beyond date that occurs earlier than six months prior to the Latest Maturity Date stated maturity date thereof (the “Junior Indebtedness”); providedit being understood that payments of regularly scheduled interest, howeverfees, that the Borrower and the Restricted Subsidiaries may prepayexpenses, repurchase or redeem or otherwise defease Junior Indebtedness (i) in an aggregate amount from the Closing Date not in excess of the sum of (1) indemnification obligations and, so long as no Event of Default shall have occurred and be under Section 11.1 or Section 11.5 is continuing or would result therefrom, AHYDO Catch Up Payments shall be permitted); provided, however, the Borrower or any Restricted Subsidiary may prepay, repurchase, redeem, defease, acquire or otherwise make payments on any such Indebtedness (i) with the proceeds of any Permitted Refinancing Indebtedness in respect of such Indebtedness, (ii) by converting or exchanging any such Indebtedness to Capital Stock of Holdings or any of its Parent Entities and (iii) (A) the greater of so long as (x) $500,000,000 no Event of Default has occurred and is continuing or would result therefrom and (y) 30% of Consolidated EBITDA for after giving pro forma effect to such prepayment, repurchase, redemption, defeasance, acquisition or other payment, the most recently ended Test Period (calculated Borrower would be in compliance, on a Pro Forma Basis) and (B) additional unlimited amountspro forma basis, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not Debt to Consolidated EBITDA Ratio, calculated as of the last day of the Test Period most recently ended on or prior to the date of any such payment, as if such prepayment, repurchase, redemption, defeasance, acquisition or other payment and any other transactions being consummated in connection therewith occurred on the first day of such Test Period, of no greater than 2.0 4.70:1.00 after giving pro forma effect thereto, (B) in an aggregate amount not to 1.0 plus (2) exceed the Applicable Equity Available Amount at the time of such prepayment, repurchase, redemption redemption, defeasance, acquisition or other defeasance plus payment, so long as (3x) no Event of Default has occurred and is continuing or would result therefrom, (C) in an aggregate amount not to exceed the Applicable Available Equity Amount at the time of such prepayment, redemption, repurchase, redemption defeasance, acquisition or other defeasancepayment, provided (D) in an aggregate amount not to exceed the portion, if any, of the Restricted Payment Amount, on the relevant date of determination that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of the Borrower elects to apply pursuant to this clause (iiD), (E) any purchase, repurchase, redemption, defeasance or other acquisition or similar payment of Junior Debt Incurred pursuant to Section 10.1(j) (other than Indebtedness Incurred (I) to provide all or any portion of the definition funds utilized to consummate the transaction or series of Applicable Amountrelated transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Borrower or a Restricted Subsidiary or (II) otherwise in connection with or contemplation of such acquisition), so long as such purchase, repurchase, redemption, defeasance or other acquisition or similar payment is made or deposited with a trustee or other similar representative of the holders of such Junior Debt contemporaneously with, or substantially simultaneously with, the closing of the Acquisition under which such Junior Debt is Incurred, (AF) no Event any mandatory redemption, repurchase, retirement, termination or cancellation of Default shall have occurred Disqualified Capital Stock (to the extent such Disqualified Capital Stock constitutes Indebtedness and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) was Incurred in compliance with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (ivG) the payment, redemption, repurchase, retirement, termination or cancellation of Indebtedness within 60 days of the applicable date of the Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a the “Redemption Notice”), such payment, redemption, repurchase, retirement, retirement termination or cancellation would have complied with another provision of this Section 10.7, 10.7(a); provided that such payment, redemption, repurchase, retirement, retirement termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoingforegoing and for the avoidance of doubt, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) substantially concurrent transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving pro forma effect to such transfer.

Limitations on Debt Payments and Amendments. (a) The Parent Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness Senior Notes, Senior Subordinated Notes or any other Permitted Additional Debt that is subordinated in right of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”other than as contemplated by Section 10.1(i); provided, however, that so long as no Default or Event of Default shall have occurred and be continuing at the date of such prepayment, repurchase, redemption or other defeasance or would result therefrom, the Parent Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or redeem Senior Notes, Senior Subordinated Notes or otherwise defease Junior Indebtedness such Permitted Additional Debt (i) in an aggregate amount from the Closing Date, when aggregated with (A) the aggregate amount of dividends paid pursuant to Section 10.6(c) from the Closing Date and (B) all (I) Investments made pursuant to Section 10.5(v) and (II) loans and advances to any direct or indirect parent of the Parent Borrower made pursuant to Section 10.5(m), not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 150,000,000 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, repurchase or redemption or other defeasance plus (3) to the extent the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio is not greater than 4.25 to 1.00, both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption, the Applicable Amount at the time of such prepayment, repurchase, redemption repurchase or other defeasance, redemption; provided that in respect of any prepaymentsto the extent that the Indebtedness being prepaid, repurchases repurchased, redeemed or redemptions or defeasances made in reliance of otherwise defeased pursuant to this clause (i) comprises Senior Subordinated Notes and such prepayment, repurchase or redemption is made from the proceeds of other Indebtedness incurred by the Borrower or its Restricted Subsidiaries, such Indebtedness shall be subordinated to the Obligations on terms at least as favorable to the Lenders as the Senior Subordinated Notes; (ii) in the case of Senior Notes, (A) with the proceeds of Senior Notes described in clause (b) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and thereof plus (B) with additional amounts to the extent that, with respect solely to this clause (B), the Consolidated Total Net Leverage Debt to Consolidated EBITDA Ratio is not greater than 4.50 4.00 to 1.0 (calculated 1.00 both before and after giving effect, on a Pro Forma Basis after giving effect thereto); (ii) with Basis, to the proceeds frommaking of such prepayment, repurchase or in exchange for, Indebtedness permitted under Section 10.1redemption, (iii) by convertingin the case of Senior Subordinated Notes, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents with the proceeds of any direct or indirect parent Senior Subordinated Notes described in clause (b) of the Borrower (other than Disqualified Stock except as permitted hereunder) definition thereof, and (iv) within 60 days in the case of Permitted Additional Debt, with the applicable Redemption Notice if, at proceeds of other Permitted Additional Debt. For the date avoidance of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoingdoubt, nothing in this Section 10.7 shall prohibit (A) restrict the repayment or prepayment making of intercompany subordinated Indebtedness (including under any “AHYDO catch-up payment” in respect of the Intercompany Senior Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transferNotes.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, voluntarily prepay, repurchase or repurchase, redeem or otherwise defease or make similar payments in respect of any Indebtedness Junior Debt prior to its stated maturity (it being understood that is subordinated in right payments of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”); providedregularly scheduled interest, howeverfees, that the Borrower and the Restricted Subsidiaries may prepayexpenses, repurchase or redeem or otherwise defease Junior Indebtedness (i) in an aggregate amount from the Closing Date not in excess of the sum of (1) indemnification obligations and, so long as no Event of Default shall have occurred and be under Section 11.1 or 11.5 is continuing or would result therefrom, AHYDO Catch-Up Payments shall be permitted); provided, however, the Borrower or any Restricted Subsidiary may prepay, repurchase, redeem, defease, acquire or otherwise make payments on any such Indebtedness (i) with the proceeds of any Permitted Refinancing Indebtedness in respect of such Indebtedness, (ii) by converting or exchanging any such Indebtedness to Capital Stock of Holdings or any of its Parent Entities and (iii) (A) the greater of so long as (x) $500,000,000 no Event of Default has occurred and is continuing or would result therefrom and (y) 30% of Consolidated EBITDA for after giving pro forma effect to such prepayment, repurchase, redemption, defeasance, acquisition or other payment, the most recently ended Test Period (calculated Borrower would be in compliance, on a Pro Forma Basis) and (B) additional unlimited amountspro forma basis, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not Debt to Consolidated EBITDA Ratio, calculated as of the last day of the Test Period most recently ended on or prior to the date of any such payment, as if such prepayment, repurchase, redemption, defeasance, acquisition or other payment and any other transactions being consummated in connection therewith occurred on the first day of such Test Period, of no greater than 2.0 4.25:1.00 after giving pro forma effect thereto, (B) in an aggregate amount not to 1.0 plus (2) exceed the Applicable Equity Available Amount at the time of such prepayment, repurchase, redemption redemption, defeasance, acquisition or other defeasance plus payment, so long as (3x) no Event of Default has occurred and is continuing or would result therefrom and (y) after giving pro forma effect to such prepayment, repurchase, redemption, defeasance, acquisition or other payment, the Applicable Borrower would be in compliance,on a pro forma basis, with a Consolidated Total Debt to Consolidated EBITDA Ratio, calculated as of the last day of the Test Period most recently ended on or prior to the date of payment of such prepayment, repurchase, redemption, defeasance, acquisition or other payment, as if such prepayment, repurchase, redemption, defeasance, acquisition or other payment and any other transactions being consummated in connection therewith occurred on the first day of such Test Period, of no greater than 5.25:1.00, (C) in an aggregate amount not to exceed the Available Equity Amount at the time of such prepayment, redemption, repurchase, redemption defeasance, acquisition or other defeasancepayment, provided (D) in an aggregate amount not to exceed the portion, if any, of the Restricted Payment Amount, on the relevant date of determination that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of the Borrower elects to apply pursuant to this clause (iiD), (E) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Junior Debt Incurred pursuant to Section 10.1(j) (other than Indebtedness Incurred (I) to provide all or any portion of the definition funds utilized to consummate the transaction or series of Applicable Amountrelated transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Borrower or a Restricted Subsidiary or (II) otherwise in connection with or contemplation of such acquisition), so long as such purchase, repurchase, redemption, defeasance or other acquisition or similar payment is made or deposited with a trustee or other similar representative of the holders of such Junior Debt contemporaneously with, or substantially simultaneously with, the closing of the Acquisition under which such Junior Debt is Incurred, (AF) no Event any mandatory redemption, repurchase, retirement, termination or cancellation of Default shall have occurred Disqualified Capital Stock (to the extent such Disqualified Capital Stock constitutes Indebtedness and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) was Incurred in compliance with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iiiG) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) [reserved] and (ivH) the payment, redemption, repurchase, retirement, termination or cancellation of Indebtedness within 60 days of the applicable date of the Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a the “Redemption Notice”), such payment, redemption, repurchase, retirement, retirement termination or cancellation would have complied with another provision of this Section 10.7, 10.7(a); provided that such payment, redemption, repurchase, retirement, retirement termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoingforegoing and for the avoidance of doubt, nothing in this Section 10.7 shall prohibit (Ai) the repayment repayment, prepayment, repurchase, redemption or prepayment other payment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment or (Bii) substantially concurrent transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving pro forma effect to such transfer.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries to, voluntarily Subsidiary to prepay, repurchase or redeem or otherwise defease the Senior Secured Second Lien Term Loans (or any Permitted Refinancing Indebtedness in respect of any of the foregoing) or any Permitted Additional Debt comprising senior subordinated or subordinated Indebtedness (it being understood that is subordinated regularly-scheduled payments in right respect of payment the Senior Secured Second Lien Term Loans (or lien to any Permitted Refinancing Indebtedness in respect of any of the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”foregoing) or such Permitted Additional Debt shall be permitted); provided, however, that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Junior the Senior Secured Second Lien Term Loans (or any Permitted Refinancing Indebtedness in respect of any of the foregoing) or any such Permitted Additional Debt (iA) in an aggregate amount from exchange for or with the Closing Date not proceeds of any Permitted Refinancing Indebtedness, (B) by converting or exchanging the Senior Secured Second Lien Term Loans (or any Permitted Refinancing Indebtedness in excess respect of any of the sum foregoing) or any such Permitted Additional Debt to Qualified Equity Interests of the Borrower or any Parent Entity or (1C) so long as no Event of Default shall have occurred and be continuing or would result therefromas, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated after giving effect thereto on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A1) no Event of Default shall have has occurred and be is continuing or would result therefrom and (B2) the Consolidated Total Net Leverage Ratio Liquidity is not greater less than 4.50 to 1.0 10% of the then effective Borrowing Base (calculated on a Pro Forma Basis after giving effect thereto); to such prepayment, repurchase, redemption or defeasance) provided, further, that, after giving effect to any adjustment of the Borrowing Base made pursuant to Section 2.14(g) and any repayment of the Loans required in connection therewith, the Borrower or any Restricted Subsidiary may make mandatory prepayments in respect of the Senior Secured Second Lien Term Loans (iior any Permitted Refinancing Indebtedness in respect thereof that is secured by a Lien on the assets the disposition of which are the subject of the mandatory prepayment) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of the disposition of any direct assets that have been pledged to secure such Senior Secured Second Lien Term Loans (or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice ifsuch Permitted Refinancing Indebtedness, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”if applicable), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.;

Limitations on Debt Payments and Amendments. (a) The Holdings and the Borrower will not, and will not permit allow any of the Restricted Subsidiaries to, voluntarily prepay, repurchase or repurchase, redeem or otherwise defease any Indebtedness incurred pursuant to Section 10.1(j) (it being understood that is subordinated in right payments of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”regularly scheduled interest shall be permitted); provided, however, that the Borrower and the Restricted Subsidiaries may prepay, repurchase or redeem or otherwise defease Junior Indebtedness (i) in an aggregate amount from the Closing Date not in excess of the sum of (1) so long as no Default or Event of Default shall have has occurred and be is continuing or would result therefrom, the Borrower or any Restricted Subsidiary may prepay, repurchase, redeem or defease any Indebtedness incurred pursuant to Section 10.1(j) with (i) the proceeds of any Permitted Refinancing Indebtedness or (ii) an aggregate amount not to exceed the sum of (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Available Equity Amount at the time of such prepayment, repurchaseredemption, redemption repurchase or other defeasance plus and (3B) if, on a Pro Forma Basis after giving effect to such prepayment, redemption, repurchase or defeasance, the Borrower’s ratio of Consolidated Total Debt to Consolidated EBITDA for the most recent Test Period ended on or prior to the date of such prepayment, redemption, repurchase or defeasance, is less than 4.00:1.00, (x) $15,000,000 and (y) the Applicable Available Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination repurchase or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transferdefeasance.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness that is subordinated in right of payment Senior Notes, Senior Interim Loans, Senior Subordinated Notes, Senior Subordinated Interim Loans or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”)any Permitted Additional Debt; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing at the date of such prepayment, repurchase, redemption or other defeasance or would result therefrom, the Borrower and the or Restricted Subsidiaries Subsidiary may prepay, repurchase or redeem Senior Notes, Senior Interim Loans, Senior Subordinated Notes, Senior Subordinated Interim Loans or otherwise defease Junior Indebtedness Permitted Additional Debt (i) in an aggregate amount from the Original Closing Date, when aggregated with (A) the aggregate amount of dividends paid pursuant to Section 10.6(c) from the Original Closing Date and (B) all loans and advances to any direct or indirect parent of the Borrower made pursuant to Section 10.5(m), not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, $400,000,000 plus (A2) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 Basis, to 1.0 plus (2) the Applicable Equity Amount at the time making of such prepayment, repurchaserepurchase or redemption, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption repurchase or other defeasance, redemption; provided that in respect of any prepaymentsto the extent that the Indebtedness being prepaid, repurchases repurchased, redeemed or redemptions or defeasances made in reliance of otherwise defeased pursuant to this clause (i) comprises Senior Subordinated Notes and such prepayment, repurchase or redemption is made from the proceeds of other Indebtedness incurred by the Borrower or its Restricted Subsidiaries, such Indebtedness shall be subordinated to the Obligations on terms at least as favorable to the Lenders as the Senior Subordinated Notes; (ii) in the case of Senior Notes with the proceeds of Senior Notes described in clause (b) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto)thereof; (iiiii) in the case of Senior Subordinated Notes, with the proceeds from, or of Senior Subordinated Notes described in exchange for, Indebtedness permitted under Section 10.1, clause (iiib) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and definition thereof, (iv) within 60 days in the case of Senior Interim Loans with the proceeds of Senior Notes described in clause (a) of the applicable Redemption Notice ifdefinition thereof, at (v) in the date case of any paymentSenior Subordinated Interim Loans, redemption, repurchase, retirement, termination or cancellation notice with the proceeds of Senior Subordinated Notes described in respect clause (a) of the definitions thereof (eachvi) in the case of Permitted Additional Debt, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision the proceeds of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provisionPermitted Additional Debt. Notwithstanding For the foregoingavoidance of doubt, nothing in this Section 10.7 shall prohibit restrict (Ai) any prepayment, repurchase, redemption or defeasance made after the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions Original Closing Date in connection with intercompany debt restructurings so long the Debt Repayment or (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as such Indebtedness is permitted by Section 10.1 of the end of any accrual period ending after giving effect to such transferthe fifth anniversary of the Original Closing Date.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease prior to its scheduled maturity any Indebtedness for borrowed money that is unsecured or expressly subordinated in right of payment to or lien payment priority or is secured by a Lien that is junior to the Liens securing the Obligations with Stated Maturities beyond (or any Permitted Refinancing Indebtedness in respect thereof to the Latest Maturity Date extent constituting Junior Debt) (the such other Indebtedness or any Permitted Refinancing Indebtedness in respect thereof, “Junior IndebtednessDebt”) (for the avoidance of doubt, it being understood that payments of regularly-scheduled cash interest in respect of Junior Debt and any AHYDO payments shall be permitted unless expressly prohibited by the terms of the documents governing such subordination); provided, however, that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease prior to its scheduled maturity any Junior Indebtedness Debt (i) in exchange for or with the proceeds of any Permitted Refinancing Indebtedness, (ii) by converting or exchanging any Junior Debt to Qualified Equity Interests of any Parent Entity, (iii) in an aggregate amount from not to exceed Available Free Cash Flow so long as, immediately after giving effect thereto on a Pro Forma Basis (A) no Default or Event of Default shall have occurred and be continuing, (B) the Closing Date not in excess Available Commitment exceeds 25% of the sum lesser of (1I) the Borrowing Base and (II) the Total Commitments, (C) no Borrowing Base Deficiency exists, (D) the Consolidated Total Net Leverage Ratio shall be less than 2.25:1.00, (E) the Existing Unsecured Notes have either (X) been repaid and discharged in full or (Y) been refinanced such that the maturity date of the Existing Unsecured Notes (or any Permitted Refinancing Indebtedness in respect thereof) is at least 91 days after the Latest Maturity Date, and (F) the Borrower has delivered at least one quarterly compliance certificate in accordance with Section 9.1(c) demonstrating a Consolidated Total Net Leverage Ratio of less than 2.00:1.00 or (iv) owed to the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note and (v) so long as no Event 165 of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio an amount not greater than 2.0 to 1.0 plus (2) exceed the Applicable Equity Amount at Amount; provided, further, that, after giving effect to any adjustment of the time Borrowing Base made pursuant to Section 2.14(f) and any repayment of such prepaymentthe Loans required in connection therewith, repurchase, redemption the Borrower or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that any Restricted Subsidiary may make mandatory prepayments in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) Junior Debt with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying of the disposition of any assets that have been pledged to secure such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.Debt;

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries to, voluntarily Subsidiary to prepay, repurchase or redeem or otherwise defease prior to its scheduled maturity any Indebtedness for borrowed money that is expressly subordinated in right of payment to or lien is secured on a junior basis to the Obligations with Stated Maturities beyond Indebtedness incurred hereunder (or any Permitted Refinancing Indebtedness in respect thereof to the Latest Maturity Date extent constituting Junior Debt) (the such other Indebtedness or any Permitted Refinancing Indebtedness in respect thereof, “Junior IndebtednessDebt”) (for the avoidance of doubt, it being understood (x) any AHYDO payments pursuant to Section 2.08(d) of the Senior Secured Term Loan C Facility as in effect on the First Amendment Effective Date shall be permitted and (y) that payments of regularly-scheduled cash interest in respect of Junior Debt and any AHYDO payments shall be permitted unless expressly prohibited by the terms of the documents governing such subordination); provided, however, that the Borrower or any Restricted Subsidiary may prepay up to $100,000,000 in aggregate principal amount of Indebtedness under the Senior Secured Term Loan B Facility on the First Amendment Effective Date and the Restricted Subsidiaries may prepay, repurchase or repurchase, redeem or otherwise defease prior to its scheduled maturity any Junior Indebtedness Debt (i) in an aggregate amount from exchange for or with the Closing Date proceeds of any Permitted Refinancing Indebtedness, (ii) by converting or exchanging any Junior Debt to Qualified Equity Interests of any Parent Entity, (iii) so long as, immediately after giving effect thereto on a Pro Forma Basis, (A) no Event of Default has occurred and is continuing and (B) Liquidity is not in excess less than 10.0% of the sum of then effective Borrowing Base (1on a Pro Forma Basis immediately after giving effect to such prepayment, repurchase, redemption or defeasance), (iv) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio an aggregate amount not greater than 2.0 to 1.0 plus (2) exceed the Applicable Equity Amount at or (v) owed to the time Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note; provided, further, that, after giving effect to any adjustment of such prepaymentthe Variable Amount made pursuant to Section 2.14(g) and any repayment of the Loans required in connection therewith, repurchase, redemption the Borrower or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that any Restricted Subsidiary may make mandatory prepayments in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) Junior Debt with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying of the disposition of any assets that have been pledged to secure such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.Debt;

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease any Senior Notes, Senior Interim Loans, Senior Subordinated Notes, Senior Subordinated Interim Loans, Permitted Additional Debt or any Permitted Other Indebtedness that is subordinated in right of payment or lien incurred pursuant to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”Section 10.1(bb)(i)(b); provided, however, that (x) the Borrower and the any Restricted Subsidiaries Subsidiary may prepay, repurchase or redeem or otherwise defease Junior Senior Notes and/or Senior Subordinated Notes with the Net Cash Proceeds of Permitted Other Indebtedness that is unsecured or secured by a Lien ranking junior to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(b) and (y) so long as no Default or Event of Default shall have occurred and be continuing at the date of such prepayment, repurchase, redemption or other defeasance or would result therefrom, the Borrower or Restricted Subsidiary may prepay, repurchase or redeem Senior Notes, Senior Interim Loans, Senior Subordinated Notes, Senior Subordinated Interim Loans, Permitted Additional Debt or Permitted Other Indebtedness incurred pursuant to Section 10.1(bb)(i)(b) (i) in an aggregate amount from the Original Closing Date, when aggregated with (A) the aggregate amount of dividends paid pursuant to Section 10.6(c) from the Original Closing Date and (B) all loans and advances to any direct or indirect parent of the Borrower made pursuant to Section 10.5(m), not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, $400,000,000 plus (A2) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 Basis, to 1.0 plus (2) the Applicable Equity Amount at the time making of such prepayment, repurchaserepurchase or redemption, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption repurchase or other defeasance, redemption; provided that in respect of any prepaymentsto the extent that the Indebtedness being prepaid, repurchases repurchased, redeemed or redemptions or defeasances made in reliance of otherwise defeased pursuant to this clause (i) comprises Senior Subordinated Notes and such prepayment, repurchase or redemption is made from the proceeds of other Indebtedness incurred by the Borrower or its Restricted Subsidiaries, such Indebtedness shall be subordinated to the Obligations on terms at least as favorable to the Lenders as the Senior Subordinated Notes; (ii) in the case of Senior Notes with the proceeds of Senior Notes described in clause (b) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto)thereof; (iiiii) in the case of Senior Subordinated Notes, with the proceeds from, or of Senior Subordinated Notes described in exchange for, Indebtedness permitted under Section 10.1, clause (iiib) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and definition thereof, (iv) within 60 days in the case of Senior Interim Loans with the proceeds of Senior Notes described in clause (a) of the applicable Redemption Notice ifdefinition thereof, at (v) in the date case of any paymentSenior Subordinated Interim Loans, redemptionwith the proceeds of Senior Subordinated Notes described in clause (a) of the definitions thereof ; (vi) in the case of Permitted Additional Debt, repurchase, retirement, termination or cancellation notice with the proceeds of other Permitted Additional Debt and (vii) in respect thereof (each, a “Redemption Notice”the case of Permitted Other Indebtedness incurred pursuant to Section 10.1(bb)(i)(b), such payment, redemption, repurchase, retirement, termination with the proceeds of Permitted Other Indebtedness that is unsecured or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding is secured by a Lien ranking junior to the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.Lien securing the

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease the Senior Interim Loans, the Senior Notes, any Permitted Second Lien Debt or any Permitted Additional Debt comprised of senior subordinated or subordinated Indebtedness (it being understood that is subordinated payments of regularly scheduled cash interest in right respect of the Senior Interim Loans, the Senior Notes, such Permitted Second Lien Debt or such Permitted Additional Debt shall be permitted; provided, however, that from and after July 1, 2015, upon the payment of any interest in respect of the Senior Notes, any Permitted Second Lien Debt or lien any Permitted Additional Debt, or any Permitted Refinancing Indebtedness thereof, the Borrower shall have minimum Liquidity of at least $150,000,000 (on a Pro Forma Basis after giving effect to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”such interest payment); provided, however, that the Borrower and the Restricted Subsidiaries or any Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Junior the Senior Interim Loans, the Senior Notes, any Permitted Second Lien Debt or any such Permitted Additional Debt (A) with the proceeds of any Permitted Refinancing Indebtedness (i) including, in an aggregate amount from the Closing Date not in excess case of the sum Senior Interim Loans, with the proceeds of any Senior Notes), or (1B) by converting or exchanging the Senior Interim Loans, the Senior Notes, any Permitted Second Lien Debt or any such Permitted Additional Debt to Stock (other than Disqualified Stock) of the Borrower or any of its direct or indirect parent or (C) so long as no Event of Default shall have occurred and be continuing or would result therefromas, after giving Pro Forma Effect thereto, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A1) no Event of Default shall have has occurred and be is continuing or would result therefrom and (B2) the Consolidated Total Net Leverage Ratio Liquidity is not greater less than 4.50 to 1.0 10% of the then effective Borrowing Base (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying to such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemptionprepayment, repurchase, retirement, termination redemption or cancellation notice in respect thereof (each, a “Redemption Notice”defeasance), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.;

Limitations on Debt Payments and Amendments. (a) The Parent Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness that is subordinated in right of payment or lien acquire prior to the Obligations with Stated Maturities beyond the Latest Maturity Date scheduled maturity thereof any Subordinated Indebtedness, Retained Indebtedness (the except as permitted in clause (b) below) or Permitted Junior Lien Debt (collectively, “Junior Indebtedness”); provided, however, that the Parent Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or redeem or otherwise defease Junior Indebtedness (i) in an aggregate amount from the Closing Date not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) each of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio Payment Conditions is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provisionsatisfied. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Parent Borrower and/or and, the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Parent Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment prepayment, or (B) transfers of credit creditor positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfertransfers or (C) any prepayment, repurchase, redemption or defeasance that satisfies the Payment Conditions (it being understood and agreed that, if an irrevocable notice or contractual obligation is given, made or arises in respect of any such prepayment, repurchase, redemption or defeasance, the foregoing conditions only need to be satisfied at the time of the giving of such irrevocable notice or entering into (or effectiveness of) any such contractual obligations).

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, voluntarily prepay, repurchase or repurchase, redeem or otherwise defease or make similar payments in respect of any Indebtedness that is subordinated in right of payment Material Junior Debt (any such payments, “Junior Debt Payments”) on or lien prior to the Obligations with Stated Maturities beyond date that occurs earlier than one year prior to the Latest Maturity Date stated maturity date thereof (the “Junior Indebtedness”it being understood that payments of regularly scheduled interest, fees, expenses, indemnification obligations and AHYDO Catch-Up Payments shall be permitted); provided, however, that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or redeem repurchase, redeem, defease, acquire or otherwise defease Junior make payments on any such Indebtedness (i) with the proceeds of any Permitted Refinancing Indebtedness in respect of such Indebtedness provided such Permitted Refinancing Indebtedness is also Junior Debt, (ii) by converting or exchanging any such Indebtedness to Capital Stock of the Borrower or any of its Parent Entities and (iii) (A) so long as (x) no Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing or would result therefrom and (y) after giving pro forma effect to such prepayment, repurchase, redemption, defeasance, acquisition or other payment, the Borrower would be in compliance, on a pro forma basis, with a Consolidated Total Debt to Consolidated EBITDA Ratio, calculated as of the last day of the Test Period most recently ended on or prior to the date of any such payment, as if such prepayment, repurchase, redemption, defeasance, acquisition or other payment and any other transactions being consummated in connection therewith occurred on the first day of such Test Period, of no greater than 4.00:1.00 after giving pro forma effect thereto, (B) in an aggregate amount from not to exceed the Closing Date not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Available Amount at the time of such prepayment, repurchase, redemption redemption, defeasance, acquisition or other defeasance plus payment, so long as, in the case of any Junior Debt Payment made in reliance on the Builder Basket, no Event of Default under Section 11.1 or 11.5 has occurred and is continuing or would result therefrom, (3C) in an aggregate amount not to exceed the Applicable Available Equity Amount at the time of such prepayment, redemption, repurchase, redemption defeasance, acquisition or other defeasancepayment, provided (D) in an aggregate amount not to exceed (x) the portion, if any, of the Junior Debt Payment Amount, on the relevant date of determination that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of the Borrower elects to apply pursuant to this clause (iiD) and (y) the portion, if any, of the definition of Applicable Available RP Capacity Amount, on the relevant date of determination that the Borrower elects to apply pursuant to this clause (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect theretoD); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iiiE) by convertingany purchase, exchangingrepurchase, redeemingredemption, repaying defeasance or prepaying such other acquisition or similar payment of Material Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower Debt Incurred pursuant to Section 10.1(j) (other than Indebtedness Incurred (I) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Borrower or any Restricted Subsidiary or (II) otherwise in connection with or contemplation of such acquisition), so long as such purchase, repurchase, redemption, defeasance or other acquisition or similar payment is made or deposited with a trustee or other similar representative of the holders of such Material Junior Debt contemporaneously with, or substantially simultaneously with, the closing of the Acquisition under which such Material Junior Debt is Incurred, (F) any mandatory redemption, repurchase, retirement, termination or cancellation of Disqualified Capital Stock except as permitted hereunder) (to the extent such Disqualified Capital Stock constitutes Indebtedness and was Incurred in compliance with Section 10.1), and (ivG) the payment, redemption, repurchase, retirement, termination or cancellation of Indebtedness within 60 days of the applicable date of the Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a the “Redemption Notice”), such payment, redemption, repurchase, retirement, retirement termination or cancellation would have complied with another provision of this Section 10.7, 10.7(a); provided that such payment, redemption, repurchase, retirement, retirement termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoingforegoing and for the avoidance of doubt, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) substantially concurrent transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving pro forma effect to such transfer.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the Restricted Subsidiaries to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness Permitted Additional Debt that is subordinated in right of payment or lien to the Obligations or any Existing Notes with Stated Maturities beyond the Latest latest Maturity Date of any Credit Facility under the Agreement (the “Junior IndebtednessLimited Notes”), but in any event, in all cases, excluding any Existing Tender Offer Notes; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing on the date of such prepayment, repurchase, redemption or other defeasance or would result therefrom, the Borrower and the Restricted Subsidiaries may prepay, repurchase or redeem or otherwise defease Junior Indebtedness such Permitted Additional Debt or such Limited Notes (i) in an aggregate amount from the Closing Date, when aggregated with (A) the aggregate amount of dividends paid pursuant to Section 10.6(c) from the Closing Date and (B) all (I) Investments made pursuant to Section 10.5(v) and (II) loans and advances to any direct or indirect parent of the Borrower made pursuant to Section 10.5(m), not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) to the extent the Consolidated Secured Debt to Consolidated EBITDA Ratio is not greater than 5.0 to 1.0 on a Pro Forma Basis, to the making of such prepayment, repurchase, redemption or defeasance, the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) in the case of Permitted Additional Debt, with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, of other Permitted Additional Debt and (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent in the case of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice ifLimited Notes, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”compliance with Section 10.1(g), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless a Default or an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer. For the avoidance of doubt, nothing in this Section 10.7 shall restrict the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect of either the Borrower Senior Facility or any Refinanced Bridge Indebtedness Documentation in accordance with “Optional Interest Repayment” provisions thereof at the end of any accrued period ending after the fifth anniversary of the Closing Date.

Limitations on Debt Payments and Amendments. (a) The Borrower Neither Holdings, nor the Company will, nor will not, and will not they permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness Subordinated Indebtedness; provided that is subordinated in right of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”); provided, however, that the Borrower and the Restricted Subsidiaries may prepay, repurchase or redeem or otherwise defease Junior Indebtedness (i) in an aggregate amount from the Closing Date not in excess of the sum of (1) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time date of such prepayment, repurchase, redemption or other defeasance plus or would result therefrom, Holdings, the Company or any Restricted Subsidiary may prepay, repurchase or redeem Subordinated Indebtedness (3i) for an aggregate price not in excess of the Applicable Amount at the such time of such prepayment, repurchase or redemption, (ii) in an amount equal to the Net Cash Proceeds of any Designated Assets Sale or the Net Cash Proceeds of the Disposition of any non-cash proceeds of any Designated Asset Sale received by the Company or a Restricted Subsidiary within 15 months of such Designated Asset Sale if (A) the Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio for the Test Period last ended, determined on a pro forma basis after giving effect to such Designated Asset Sale and such prepayment, repurchase, redemption or other defeasance, provided that in respect is less than or equal to the Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio for the Test Period last ended prior to the consummation of any prepaymentssuch Designated Asset Sale, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Senior Secured Debt to Adjusted EBITDA Ratio is not greater than 4.50 to 1.0 (calculated for the Test Period last ended, determined on a Pro Forma Basis pro forma basis after giving effect thereto); to such Designated Asset Sale and such prepayment, repurchase, redemption or other defeasance, is less than or equal to 1.50 to 1.00 and (iiC) prior to such prepayment, repurchase, redemption or other defeasance, at least $250,000,000 of the principal amount of the Term Loans shall have been repaid, or (iii) with the proceeds from, or in exchange for, of Subordinated Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect (other than Section 10.1(A)(o)) and (B) has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of such transferSubordinated Indebtedness being refinanced.

Limitations on Debt Payments and Amendments. (a) The Neither the US Borrower nor any Restricted Subsidiary will not, and will not permit the Restricted Subsidiaries to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness Senior Subordinated Notes or any Subordinated Notes as applicable (it being understood that is subordinated any payment of principal prior to May 15, 2011, in right the case of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”Subordinated Notes shall be deemed a prepayment for purposes of this Section 10.7); provided, however, that the US Borrower and the Restricted Subsidiaries may prepay, repurchase or redeem Senior Subordinated Notes and/or Subordinated Notes (x) so long as no Default or otherwise defease Junior Indebtedness (i) in Event of Default has occurred and is continuing, for an aggregate amount from the Closing Date price not in excess of the sum Available Amount at the time of such prepayment, repurchase or redemption; provided, that to the extent the Available Amount so utilized is attributable to Excess Cash Flow in accordance with clause (1a)(iii) of the definition of “Available Amount”, the US Borrower applies an amount equal to the proceeds used for such prepayment, repurchase or redemption of Senior Subordinated Notes and/or Subordinated Notes to prepay Term Loans outstanding hereunder in accordance with Section 5.1 hereof on the date of any such prepayment, repurchase or redemption of Senior Subordinated Notes and/or Subordinated Notes (except to the extent that the US Borrower has already applied not less than 50.0% of the cumulative amount of Excess Cash Flow for all fiscal years completed after the Closing Date and prior to the date of such prepayment, repurchase or redemption of Senior Subordinated Notes and/or Subordinated Notes pursuant to Section 5.1 or Section 5.2 hereof), (y) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be described in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and continuing, with the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or proceeds of subordinated Indebtedness that (B1) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 and (2) has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of the Senior Subordinated Notes and/or Subordinated Notes, as the case may be or (z) so long as no Default or Event of Default has occurred and is continuing, in the case of the Subordinated Notes only, at any time on or after giving effect May 15, 2007 (it being understood that any such prepayment, repurchase or redemption pursuant to such transferthis sub-clause (z) shall be made without utilization of the Available Amount).

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries to, voluntarily Subsidiary to prepay, repurchase or redeem or otherwise defease prior to its scheduled maturity any Indebtedness for borrowed money that is expressly subordinated in right of payment to or lien is secured on a junior basis to the Obligations with Stated Maturities beyond Indebtedness incurred hereunder (or any Permitted Refinancing Indebtedness in respect thereof to the Latest Maturity Date extent constituting Junior Debt) (the such other Indebtedness or any Permitted Refinancing Indebtedness in respect thereof, “Junior IndebtednessDebt”) (for the avoidance of doubt, it being understood that payments of regularly-scheduled cash interest in respect of Junior Debt and any AHYDO payments shall be permitted unless expressly prohibited by the terms of the documents governing such subordination); provided, however, that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease prior to its scheduled maturity any Junior Indebtedness Debt (i) in an aggregate amount from exchange for or with the Closing Date proceeds of any Permitted Refinancing Indebtedness, (ii) by converting or exchanging any Junior Debt to Qualified Equity Interests of any Parent Entity, (iii) so long as, immediately after giving effect thereto on a Pro Forma Basis, (A) no Event of Default has occurred and is continuing and (B) Liquidity is not in excess less than 10.0% of the sum of then effective Borrowing Base (1on a Pro Forma Basis immediately after giving effect to such prepayment, repurchase, redemption or defeasance), (iv) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio an aggregate amount not greater than 2.0 to 1.0 plus (2) exceed the Applicable Equity Amount at or (v) owed to the time Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note; provided, further, that, after giving effect to any adjustment of such prepaymentthe Variable Amount made pursuant to Section 2.14(g) and any repayment of the Loans required in connection therewith, repurchase, redemption the Borrower or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that any Restricted Subsidiary may make mandatory prepayments in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) Junior Debt with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying of the disposition of any assets that have been pledged to secure such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.Debt;

Limitations on Debt Payments and Amendments. (a) The Holdings and the Borrower will not, and will not permit allow any of the Restricted Subsidiaries to, voluntarily prepay, repurchase or repurchase, redeem or otherwise defease any Indebtedness incurred pursuant to Section 9.1(j) (it being understood that is subordinated in right payments of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”regularly scheduled interest shall be permitted); provided, however, that the Borrower and the Restricted Subsidiaries may prepay, repurchase or redeem or otherwise defease Junior Indebtedness (i) in an aggregate amount from the Closing Date not in excess of the sum of (1) so long as no Default or Event of Default shall have has occurred and be is continuing or would result therefrom, the Borrower or any Restricted Subsidiary may prepay, repurchase, redeem or defease any Indebtedness incurred pursuant to Section 9.1(j) with (i) the proceeds of any Permitted Refinancing Indebtedness or (ii) an aggregate amount not to exceed the sum of (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Available Equity Amount at the time of such prepayment, repurchaseredemption, redemption repurchase or other defeasance plus and (3B) if, on a Pro Forma Basis after giving effect to such prepayment, redemption, repurchase or defeasance, the Borrower’s ratio of Consolidated Total Debt to Consolidated EBITDA for the most recent Test Period ended on or prior to the date of such prepayment, redemption, repurchase or defeasance, is less than 4.00:1.00, (x) $15,000,000 and (y) the Applicable Available Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination repurchase or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transferdefeasance.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness Senior Notes, Senior Subordinated Notes or any other Permitted Additional Debt that is subordinated in right of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”other than as contemplated by Section 10.1(i); provided, however, that so long as no Default or Event of Default shall have occurred and be continuing at the date of such prepayment, repurchase, redemption or other defeasance or would result therefrom, the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or redeem Senior Notes, Senior Subordinated Notes or otherwise defease Junior Indebtedness such Permitted Additional Debt (i) in an aggregate amount from the Closing Date, when aggregated with (A) the aggregate amount of dividends paid pursuant to Section 10.6(c) from the Closing Date and (B) all (I) Investments made pursuant to Section 10.5(v) and (II) loans and advances to any direct or indirect parent of the Borrower made pursuant to Section 10.5(m), not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 150,000,000 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, repurchase or redemption or other defeasance plus (3) to the extent the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio is not greater than 4.25 to 1.00, both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption, the Applicable Amount at the time of such prepayment, repurchase, redemption repurchase or other defeasance, redemption; provided that in respect of any prepaymentsto the extent that the Indebtedness being prepaid, repurchases repurchased, redeemed or redemptions or defeasances made in reliance of otherwise defeased pursuant to this clause (i) comprises Senior Subordinated Notes and such prepayment, repurchase or redemption is made from the proceeds of other Indebtedness incurred by the Borrower or its Restricted Subsidiaries, such Indebtedness shall be subordinated to the Obligations on terms at least as favorable to the Lenders as the Senior Subordinated Notes; (ii) in the case of Senior Notes, (A) with the proceeds of Senior Notes described in clause (b) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and thereof plus (B) with additional amounts to the extent that, with respect solely to this clause (B), the Consolidated Total Net Leverage Debt to Consolidated EBITDA Ratio is not greater than 4.50 4.00 to 1.0 (calculated 1.00 both before and after giving effect, on a Pro Forma Basis after giving effect thereto); (ii) with Basis, to the proceeds frommaking of such prepayment, repurchase or in exchange for, Indebtedness permitted under Section 10.1redemption, (iii) by convertingin the case of Senior Subordinated Notes, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents with the proceeds of any direct or indirect parent Senior Subordinated Notes described in clause (b) of the Borrower (other than Disqualified Stock except as permitted hereunder) definition thereof and (iv) within 60 days in the case of Permitted Additional Debt, with the applicable Redemption Notice if, at proceeds of other Permitted Additional Debt. For the date avoidance of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoingdoubt, nothing in this Section 10.7 shall prohibit (A) restrict the repayment or prepayment making of intercompany subordinated Indebtedness (including under any “AHYDO catch-up payment” in respect of the Intercompany Senior Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transferNotes.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease prior to its scheduled maturity any Permitted Additional Debt, any Material Indebtedness or any other Indebtedness for borrowed money that is expressly subordinated in right of payment to or lien payment priority or is secured by a Junior Lien (or any Permitted Refinancing Indebtedness in respect thereof to the Obligations with Stated Maturities beyond extent constituting Other Debt) (such Permitted Additional Debt, Material Indebtedness or other Indebtedness or any Permitted Refinancing Indebtedness in respect thereof, “Other Debt”) (for the Latest Maturity Date (avoidance of doubt, it being understood that payments of regularly-scheduled cash interest in respect of Other Debt and any AHYDO payments shall be permitted unless expressly prohibited by the “Junior Indebtedness”terms of the documents governing any such subordination); provided, however, that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Junior Indebtedness prior to its scheduled maturity any Other Debt (i) in an aggregate amount from exchange for or with the Closing Date proceeds of any Permitted Refinancing Indebtedness, (ii) by converting or exchanging any Other Debt to Qualified Equity Interests, (iii) so long as, immediately after giving effect thereto on a pro forma basis, the Restricted Payment Conditions are satisfied, (iv) in exchange for or with proceeds of any Qualified Equity Interests within thirty (30) days of receipt of such proceeds, (v) owed to the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in excess the Intercompany Note or (vi) with respect to the EHP Notes, with the Net Cash Proceeds of the sum EHP Collateral so long as such payment is made within thirty (30) days of (1the receipt of such proceeds; provided, further, that, after giving effect to any adjustment of the Borrowing Base made pursuant to Section 2.14(f) and any repayment of the Loans required in connection therewith, so long as no Event of Default shall have occurred and be continuing or would result therefromthen exists, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that any Guarantor may make mandatory prepayments in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) Other Debt with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of the disposition of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), assets that have been pledged to secure such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.Other Debt;

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease prior to its scheduled maturity any Indebtedness for borrowed money that is expressly subordinated in right of payment to or lien payment priority or is secured by a Lien that is junior to the Liens securing the Obligations with Stated Maturities beyond (or any Permitted Refinancing Indebtedness in respect thereof to the Latest Maturity Date extent constituting Junior Debt) (the such other Indebtedness or any Permitted Refinancing Indebtedness in respect thereof, “Junior IndebtednessDebt”) (for the avoidance of doubt, it being understood that payments of regularly-scheduled cash interest in respect of Junior Debt and any AHYDO payments shall be permitted unless expressly prohibited by the terms of the documents governing such subordination); provided, however, that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease prior to its scheduled maturity any Junior Indebtedness Debt (i) in an aggregate amount from exchange for or with the Closing Date proceeds of any Permitted Refinancing Indebtedness, (ii) by converting or exchanging any Junior Debt to Qualified Equity Interests of any Parent Entity, (iii) so long as, immediately after giving effect thereto on a Pro Forma Basis, (A) no Event of Default has occurred and is continuing, (B) Liquidity is not in excess less than 10.0% of the sum of then effective Borrowing Base, (1C) no Borrowing Base Deficiency exists and (D) the Consolidated Total Net Leverage Ratio is less than or equal to 3.00 to 1.00, (iv) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio an aggregate amount not greater than 2.0 to 1.0 plus (2) exceed the Applicable Equity Amount at or (v) owed to the time Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note; provided, further, that, after giving effect to any adjustment of such prepaymentthe Borrowing Base made pursuant to Section 2.14(f) and any repayment of the Loans required in connection therewith, repurchase, redemption the Borrower or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that any Restricted Subsidiary may make mandatory prepayments in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) Junior Debt with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying of the disposition of any assets that have been pledged to secure such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.Debt; 143

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness that is subordinated in right of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Restricted Indebtedness”); provided, however, that (x) the Borrower and the any Restricted Subsidiaries Subsidiary may prepay, repurchase or redeem or otherwise defease Junior Restricted Indebtedness 163 with the Net Cash Proceeds of Permitted Other Indebtedness that is unsecured or secured by a Lien ranking junior to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(b) and (y) the Borrower or Restricted Subsidiary may prepay, repurchase or redeem Restricted Indebtedness (i) in an aggregate amount from the 2014 July Repricing Effective Date, when aggregated with (A) the aggregate amount of dividends paid pursuant to Section 10.6(c) from the Original Closing Date (other than dividends paid pursuant to Section 10.6(c)(x) prior to March 31, 2015) and (B) all loans and advances to any direct or indirect parent of the Borrower made pursuant to Section 10.5(m) (in lieu of dividends permitted by Section 10.6(c)), not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, $400,000,000 plus (A2) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 Basis, to 1.0 the making of such prepayment, repurchase or redemption, the Applicable Amount at the time of such prepayment, repurchase or redemption; provided the use of such amounts in clauses (1) and (2) shall be subject to no Default or Event of Default having occurred and continuing at the date of such prepayment, repurchase, redemption or other defeasance or resulting therefrom, plus (23) the Applicable Equity Amount at the time of such prepayment, repurchaserepurchase or redemption; for the avoidance of doubt, redemption or other defeasance plus (3dividends paid in reliance on and in compliance with Section 10.6(c) the Applicable Amount at the time shall not retroactively cause any breach of such prepayment, repurchase, redemption or other defeasance, provided that this Section 10.7(a)(y)(i) in respect of any prepayments, repurchases or redemptions or defeasances made amounts previously prepaid in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect theretocompliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent Permitted Additional Debt. For the avoidance of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoingdoubt, nothing in this Section 10.7 shall prohibit restrict (Ai) any prepayment, repurchase, redemption or defeasance made after the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions Original Closing Date in connection with intercompany debt restructurings so long the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as such Indebtedness is permitted by Section 10.1 of the end of any accrual period ending after giving effect to such transferthe fifth anniversary of the Original Closing Date or (iii) the prepayment, repurchase or redemption of the PIK Notes with the net proceeds of Additional 2018 New Dollar Term Loans.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness that is subordinated in right of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Restricted Indebtedness”); provided, however, that (x) the Borrower and the any Restricted Subsidiaries Subsidiary may prepay, repurchase or redeem or otherwise defease Junior Restricted Indebtedness with the Net Cash Proceeds of Permitted Other Indebtedness that is unsecured or secured by a Lien ranking junior to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(b) and (y) the Borrower or Restricted Subsidiary may prepay, repurchase or redeem Restricted Indebtedness (i) in an aggregate amount from the 2014 July Repricing Effective Date, when aggregated with (A) the aggregate amount of dividends paid pursuant to Section 10.6(c) from the Original Closing Date (other than dividends paid pursuant to Section 10.6(c)(x) prior to March 31, 2015) and (B) all loans and advances to any direct or indirect parent of the Borrower made pursuant to Section 10.5(m) (in lieu of dividends permitted by Section 10.6(c)), not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, $400,000,000 plus (A2) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 Basis, to 1.0 the making of such prepayment, repurchase or redemption, the Applicable Amount at the time of such prepayment, repurchase or redemption; provided the use of such amounts in clauses (1) and (2) shall be subject to no Default or Event of Default having occurred and continuing at the date of such prepayment, repurchase, redemption or other defeasance or resulting therefrom, plus (23) the Applicable Equity Amount at the time of such prepayment, repurchaserepurchase or redemption; for the avoidance of doubt, redemption or other defeasance plus (3dividends paid in reliance on and in compliance with Section 10.6(c) the Applicable Amount at the time shall not retroactively cause any breach of such prepayment, repurchase, redemption or other defeasance, provided that this Section 10.7(a)(y)(i) in respect of any prepayments, repurchases or redemptions or defeasances made amounts previously prepaid in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect theretocompliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent Permitted Additional Debt. For the avoidance of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoingdoubt, nothing in this Section 10.7 shall prohibit restrict (Ai) any prepayment, repurchase, redemption or defeasance made after the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions Original Closing Date in connection with intercompany debt restructurings so long the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as such Indebtedness is permitted by Section 10.1 of the end of any accrual period ending after giving effect to such transfer.the fifth anniversary of the Original Closing Date or (iii) the prepayment, repurchase or redemption of the PIK Notes with the net proceeds of Additional 2018 New Dollar Term Loans. 157

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, voluntarily to prepay, repurchase or repurchase, redeem or otherwise defease any Subordinated Indebtedness (it being understood that is subordinated in right payments 162 LPL – Conformed A&R Credit Agreement of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”regularly scheduled interest shall be permitted); provided, however, provided that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Junior any Subordinated Indebtedness (i) with the proceeds of any Permitted Refinancing Indebtedness in respect of such Indebtedness, (ii) by converting or exchanging any such Indebtedness to Capital Stock of Holdings or any of its Parent Entities or (iii) an aggregate amount from the Closing Date not in excess of to exceed the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Available Equity Amount at the time of such prepayment, repurchaseredemption, redemption repurchase or other defeasance plus (3B) the Applicable greater of (x) $25,000,000 and (y) 0.7% of Consolidated Total Assets (measured as of the date such prepayment, redemption, repurchase or defeasance is made based upon the Section 9.1 Financials most recently delivered on or prior to such date) plus (C) so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) the Borrower would be in compliance, on a Pro Forma Basis, with a Consolidated Total Debt to Consolidated EBITDA Ratio of 2.0:1.0 after giving effect thereto, with an aggregate amount not to exceed the Available Amount at the time of such prepayment, repurchaseredemption, redemption repurchase or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause defeasance plus (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (BD) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, Remaining Dividends Amount at the date time of any paymentsuch prepayment, redemption, repurchase, retirement, termination repurchase or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transferdefeasance.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries to, voluntarily Subsidiary to prepay, repurchase or redeem or otherwise defease prior to its scheduled maturity any Indebtedness for borrowed money that is expressly subordinated in right of payment or lien to the Obligations with Stated Maturities beyond Indebtedness incurred hereunder (or any Permitted Refinancing Indebtedness in respect thereof to the Latest Maturity Date extent constituting Junior Debt) (the such other Indebtedness or any Permitted Refinancing Indebtedness in respect thereof, “Junior IndebtednessDebt”) (for the avoidance of doubt, it being understood that payments of regularly-scheduled cash interest in respect of Junior Debt and any AHYDO payments shall be permitted); provided, however, that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease prior to its scheduled maturity any Junior Indebtedness Debt (i) in an aggregate amount from exchange for or with the Closing Date not in excess proceeds of any Permitted Refinancing Indebtedness, (ii) by converting or exchanging any Junior Debt to Qualified Equity Interests of the sum Borrower or any Parent Entity, (iii) so long as, immediately after giving effect thereto on a Pro Forma Basis, (A) no Event of Default has occurred and is continuing, (1B) no Loan Limit Deficiency exists and (C) Liquidity is not less than 10.0% of the then effective Borrowing Base (on a Pro Forma Basis immediately after giving effect to such prepayment, repurchase, redemption or defeasance) or (iv) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio an aggregate amount not greater than 2.0 to 1.0 plus (2) exceed the Applicable Equity Amount at Amount; provided, further, that, after giving effect to any adjustment of the time Borrowing Base made pursuant to Section 2.14(g) and any repayment of such prepaymentthe Loans required in connection therewith, repurchase, redemption the Borrower or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that any Restricted Subsidiary may make mandatory prepayments in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) Junior Debt with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying of the disposition of any assets that have been pledged to secure such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.Debt;

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the Restricted Subsidiaries to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness Permitted Additional Debt that is subordinated in right of payment or lien to the Obligations or any Existing Notes with Stated Maturities beyond the Latest 2014 Term Loan Maturity Date (the “Junior IndebtednessLimited Notes”), but in any event, in all cases, excluding any Existing Tender Offer Notes; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing on the date of such prepayment, repurchase, redemption or other defeasance or would result therefrom, the Borrower and the Restricted Subsidiaries may prepay, repurchase or redeem or otherwise defease Junior Indebtedness such Permitted Additional Debt or such Limited Notes (i) in an aggregate amount from the Closing Date, when aggregated with (A) the aggregate amount of dividends paid pursuant to Section 10.6(c) from the Closing Date and (B) all (I) Investments made pursuant to Section 10.5(v) and (II) loans and advances to any direct or indirect parent of the Borrower made pursuant to Section 10.5(m), not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) to the extent the Consolidated Secured Debt to Consolidated EBITDA Ratio is not greater than 5.0 to 1.0 on a Pro Forma Basis, to the making of such prepayment, repurchase, redemption or defeasance, the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) in the case of Permitted Additional Debt, with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, of other Permitted Additional Debt and (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent in the case of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice ifLimited Notes, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”compliance with Section 10.1(g), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer. For the avoidance of doubt, nothing in this Section 10.7 shall restrict the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect of either the Borrower Senior Facility or any Refinanced Bridge Indebtedness Documentation in accordance with “Optional Interest Repayment” provisions thereof at the end of any accrued period ending after the fifth anniversary of the Closing Date.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, voluntarily to prepay, repurchase or repurchase, redeem or otherwise defease any Subordinated Indebtedness (it being understood that is subordinated in right payments of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”regularly scheduled interest shall be permitted); provided, however, provided that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Junior any Subordinated Indebtedness (i) with the proceeds of any Permitted Refinancing Indebtedness in respect of such Indebtedness, (ii) by converting or exchanging any such Indebtedness to Capital Stock of Holdings or any of its Parent Entities or (iii) an aggregate amount from the Closing Date not in excess of to exceed the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Available Equity Amount at the time of such prepayment, repurchaseredemption, redemption repurchase or other defeasance plus (3B) the Applicable greater of (x) $25,000,000 and (y) 0.7% of Consolidated Total Assets (measured as of the date such prepayment, redemption, repurchase or defeasance is made based upon the Section 9.1 Financials most recently delivered on or prior to such date) plus (C) so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) the Borrower would be in compliance, on a Pro Forma Basis, with a Consolidated Total Debt to Consolidated EBITDA Ratio of 2.0:1.0 after giving effect thereto, with an aggregate amount not to exceed the Available Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination repurchase or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transferdefeasance.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the Restricted Subsidiaries to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness in excess of the Threshold Amount that is contractually subordinated in right of payment or lien to the Obligations (other than any Indebtedness by and among the Borrower and/or any of its Subsidiaries) with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”); provided, however, that the Borrower and the Restricted Subsidiaries may prepay, repurchase or redeem or otherwise defease Junior Indebtedness (i) in an aggregate amount from the Closing Date not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 2.00 to 1.0 1.00 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 1.00 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.

Limitations on Debt Payments and Amendments. (a) (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease any Senior Notes, Senior Interim Loans, Senior Subordinated Notes, Senior Subordinated Interim Loans, Permitted Additional Debt or any Permitted Other Indebtedness that is subordinated in right of payment or lien incurred pursuant to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”Section 10.1(bb)(i)(b); provided, however, that (x) the Borrower and the any Restricted Subsidiaries Subsidiary may prepay, repurchase or redeem or otherwise defease Junior Senior Notes and/or Senior Subordinated Notes with the Net Cash Proceeds of Permitted Other Indebtedness that is unsecured or secured by a Lien ranking junior to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(b) and (y) so long as no Default or Event of Default shall have occurred and be continuing at the date of such prepayment, repurchase, redemption or other defeasance or would result therefrom, the Borrower or Restricted Subsidiary may prepay, repurchase or redeem Senior Notes, Senior Interim Loans, Senior Subordinated Notes, Senior Subordinated Interim Loans, Permitted Additional Debt or Permitted Other Indebtedness incurred pursuant to Section 10.1(bb)(i)(b) (i) in an aggregate amount from the Original Closing Date, when aggregated with (A) the aggregate amount of dividends paid pursuant to Section 10.6(c) from the Original Closing Date and (B) all loans and advances to any direct or indirect parent of the Borrower made pursuant to Section 10.5(m), not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, $400,000,000 plus (A2) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 Basis, to 1.0 plus (2) the Applicable Equity Amount at the time making of such prepayment, repurchaserepurchase or redemption, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption repurchase or other defeasance, redemption; provided that in respect of any prepaymentsto the extent that the Indebtedness being prepaid, repurchases repurchased, redeemed or redemptions or defeasances made in reliance of otherwise defeased pursuant to this clause (i) comprises Senior Subordinated Notes and such prepayment, repurchase or redemption is made from the proceeds of other Indebtedness incurred by the Borrower or its Restricted Subsidiaries, such Indebtedness shall be subordinated to the Obligations on terms at least as favorable to the Lenders as the Senior Subordinated Notes; (ii) in the case of Senior Notes with the proceeds of Senior Notes described in clause (b) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto)thereof; (iiiii) in the case of Senior Subordinated Notes, with the proceeds from, or of Senior Subordinated Notes described in exchange for, Indebtedness permitted under Section 10.1, clause (iiib) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and definition thereof, (iv) within 60 days in the case of Senior Interim Loans with the proceeds of Senior Notes described in clause (a) of the applicable Redemption Notice ifdefinition thereof, at (v) in the date case of any paymentSenior Subordinated Interim Loans, redemptionwith the proceeds of Senior Subordinated Notes described in clause (a) of the definitions thereof ; (vi) in the case of Permitted Additional Debt, repurchase, retirement, termination or cancellation notice with the proceeds of other Permitted Additional Debt and (vii) in respect thereof (each, a “Redemption Notice”the case of Permitted Other Indebtedness incurred pursuant to Section 10.1(bb)(i)(b), such payment, redemption, repurchase, retirement, termination with the proceeds of Permitted Other Indebtedness that is unsecured or cancellation would have complied with another provision that is secured by a Lien ranking junior to the Lien securing the Obligations. For the avoidance of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoingdoubt, nothing in this Section 10.7 shall prohibit restrict (Ai) any prepayment, repurchase, redemption or defeasance made after the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions Original Closing Date in connection with intercompany debt restructurings so long the Debt Repayment or (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as such Indebtedness is permitted by Section 10.1 of the end of any accrual period ending after giving effect to such transferthe fifth anniversary of the Original Closing Date.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, voluntarily prepay, repurchase or repurchase, redeem or otherwise defease or make similar payments in respect of any Indebtedness that is subordinated in right of payment Material Junior Debt (any such payments, “Junior Debt Payments”) on or lien prior to the Obligations with Stated Maturities beyond date that occurs earlier than one year prior to the Latest Maturity Date stated maturity date thereof (the “Junior Indebtedness”it being understood that payments of regularly scheduled interest, fees, expenses, indemnification obligations and AHYDO Catch-Up Payments shall be permitted); provided, however, that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or redeem repurchase, redeem, defease, acquire or otherwise defease Junior make payments on any such Indebtedness (i) with the proceeds of any Permitted Refinancing Indebtedness in respect of such Indebtedness; provided such Permitted Refinancing Indebtedness is also Junior Debt, (ii) by converting or exchanging any such Indebtedness to Capital Stock of the Borrower or any of its Parent Entities and (iii) (A) so long as (x) no Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing or would result therefrom and (y) after giving pro forma effect to such prepayment, repurchase, redemption, defeasance, acquisition or other payment, the Borrower would be in compliance, on a pro forma basis, with a Consolidated Total Debt to Consolidated EBITDA Ratio, calculated as of the last day of the Test Period most recently ended on or prior to the date of any such payment, as if such prepayment, repurchase, redemption, defeasance, acquisition or other payment and any other transactions being consummated in connection therewith occurred on the first day of such Test Period, of no greater than 4.00:1.00 after giving pro forma effect thereto, (B) in an aggregate amount from not to exceed the Closing Date not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Available Amount at the time of such prepayment, repurchase, redemption redemption, defeasance, acquisition or other defeasance plus payment, so long as, in the case of any Junior Debt Payment made in reliance on the Builder Basket, no Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing or would result therefrom, (3C) in an aggregate amount not to exceed the Applicable Available Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirementdefeasance, termination acquisition or cancellation notice other payment, (D) in respect thereof an aggregate amount not to exceed (eachx) the portion, a “Redemption Notice”if any, of the Junior Debt Payment Amount, on the relevant date of determination that the Borrower elects to apply pursuant to this clause (D) and (y) the portion, if any, of the Restricted Payment Amount and/or the Available RP Capacity Amount, on the relevant date of determination that the Borrower elects to apply pursuant to this clause (D), such payment(E) any purchase, repurchase, redemption, repurchase, retirement, termination defeasance or cancellation would have complied with another provision other acquisition or similar payment of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not Material Junior Debt Incurred pursuant to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.Section

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, voluntarily to prepay, repurchase or repurchase, redeem or otherwise defease any Subordinated Indebtedness (it being understood that is subordinated in right payments of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”regularly scheduled interest shall be permitted); provided, however, provided that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Junior any Subordinated Indebtedness (i) with the proceeds of any Permitted Refinancing Indebtedness in respect of such Indebtedness, (ii) by converting or exchanging any such Indebtedness to Capital Stock of Holdings or any of its Parent Entities or (iii) an aggregate amount from the Closing Date not in excess of to exceed the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Available Equity Amount at the time of such prepayment, repurchaseredemption, redemption repurchase or other defeasance plus (3B) the Applicable greater of (x) $25,000,000 and (y) 0.7% of Consolidated Total Assets (measured as of the date such prepayment, redemption, repurchase or defeasance is made based upon the Section 9.1 188 Financials most recently delivered on or prior to such date) plus (C) so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) the Borrower would be in compliance, on a Pro Forma Basis, with a Consolidated Total Debt to Consolidated EBITDA Ratio of 2.0:1.0 after giving effect thereto, with an aggregate amount not to exceed the Available Amount at the time of such prepayment, repurchaseredemption, redemption repurchase or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause defeasance plus (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (BD) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, Remaining Dividends Amount at the date time of any paymentsuch prepayment, redemption, repurchase, retirement, termination repurchase or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transferdefeasance.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease any Senior Notes, Senior Interim Loans, Senior Subordinated Notes, Senior Subordinated Interim Loans, Permitted Additional Debt or any Permitted Other Indebtedness that is subordinated in right of payment or lien incurred pursuant to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”Section 10.1(bb)(i)(b); provided, however, that (x) the Borrower and the any Restricted Subsidiaries Subsidiary may prepay, repurchase or redeem or otherwise defease Junior Senior Notes and/or Senior Subordinated Notes with the Net Cash Proceeds of Permitted Other Indebtedness that is unsecured or secured by a Lien ranking junior to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(b) and (y) so long as no Default or Event of Default shall have occurred and be continuing at the date of such prepayment, repurchase, redemption or other defeasance or would result therefrom, the Borrower or Restricted Subsidiary may prepay, repurchase or redeem Senior Notes, Senior Interim Loans, Senior Subordinated Notes, Senior Subordinated Interim Loans, Permitted Additional Debt or Permitted Other Indebtedness incurred pursuant to Section 10.1(bb)(i)(b) (i) in an aggregate amount from the Original Closing Date, when aggregated with (A) the aggregate amount of dividends paid pursuant to Section 10.6(c) from the Original Closing Date and (B) all loans and advances to any direct or indirect parent of the Borrower made pursuant to Section 10.5(m), not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, $400,000,000 plus (A2) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 Basis, to 1.0 plus (2) the Applicable Equity Amount at the time making of such prepayment, repurchaserepurchase or redemption, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption repurchase or other defeasance, redemption; provided that in respect of any prepaymentsto the extent that the Indebtedness being prepaid, repurchases repurchased, redeemed or redemptions or defeasances made in reliance of otherwise defeased pursuant to this clause (i) comprises Senior Subordinated Notes and such prepayment, repurchase or redemption is made from the proceeds of other Indebtedness incurred by the Borrower or its Restricted Subsidiaries, such Indebtedness shall be subordinated to the Obligations on terms at least as favorable to the Lenders as the Senior Subordinated Notes; (ii) in the case of Senior Notes with the proceeds of Senior Notes described in clause (b) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto)thereof; (iiiii) in the case of Senior Subordinated Notes, with the proceeds from, or of Senior Subordinated Notes described in exchange for, Indebtedness permitted under Section 10.1, clause (iiib) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and definition thereof, (iv) within 60 days in the 146 case of Senior Interim Loans with the proceeds of Senior Notes described in clause (a) of the applicable Redemption Notice ifdefinition thereof, at (v) in the date case of any paymentSenior Subordinated Interim Loans, redemptionwith the proceeds of Senior Subordinated Notes described in clause (a) of the definitions thereof ; (vi) in the case of Permitted Additional Debt, repurchase, retirement, termination or cancellation notice with the proceeds of other Permitted Additional Debt and (vii) in respect thereof (each, a “Redemption Notice”the case of Permitted Other Indebtedness incurred pursuant to Section 10.1(bb)(i)(b), such payment, redemption, repurchase, retirement, termination with the proceeds of Permitted Other Indebtedness that is unsecured or cancellation would have complied with another provision that is secured by a Lien ranking junior to the Lien securing the Obligations. For the avoidance of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoingdoubt, nothing in this Section 10.7 shall prohibit restrict (Ai) any prepayment, repurchase, redemption or defeasance made after the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions Original Closing Date in connection with intercompany debt restructurings so long the Debt Repayment or (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as such Indebtedness is permitted by Section 10.1 of the end of any accrual period ending after giving effect to such transferthe fifth anniversary of the Original Closing Date.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries to, voluntarily Subsidiary to prepay, repurchase or redeem or otherwise defease prior to its scheduled maturity any Permitted Additional Debt or Permitted Junior Lien Debt (it being understood that (i) any Permitted Refinancing Indebtedness that is subordinated in right respect of payment any of the foregoing and (ii) payments of regularly-scheduled cash interest in respect of such Permitted Additional Debt or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Permitted Junior Indebtedness”Lien Debt shall be permitted); provided, however, that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease any such Permitted Additional Debt or Permitted Junior Indebtedness Lien Debt (A) in exchange for or with the proceeds of any Permitted Refinancing Indebtedness, or (B) by converting or exchanging any such Permitted Additional Debt or Permitted Junior Lien Debt to Qualified Equity Interests of the Borrower or (C) so long as, after giving effect to such prepayment, repurchase, redemption or other defeasance of such Permitted Additional Debt or Permitted Junior Lien Debt on a Pro Forma Basis, (i) in an aggregate amount from the Closing Date not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (Aii) the Consolidated Total Debt to EBITDAX Ratio is not greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance than 2.50 to 1.00 on a Pro Forma Basis with a (provided that for the purposes of this Section 10.7(a), Consolidated Total Net Leverage Ratio Debt shall be calculated as of the date of such Investment and EBITDAX shall be calculated as of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 9.1(a) or Section 9.1(b) and (iii) Liquidity is not greater less than 2.0 15% of the then effective Borrowing Base; provided that until (a) Borrower’s delivery of the financial statements required to 1.0 plus be delivered pursuant to Section 9.1(a) for the fiscal year ending December 31, 2019, (2b) Borrower’s delivery of the Reserve Report required to be delivered on or before March 1, 2020 pursuant to Section 9.1(a) and 9.1(c) the Applicable Equity Amount at occurrence of the time Scheduled Redetermination scheduled to occur on or about April 1, 2020 pursuant to Section 2.14(b), the total amount of such prepaymentprepayments, repurchaserepurchases, redemption redemptions or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption Permitted Additional Debt or other defeasance, provided that in respect Permitted Junior Lien Debt permitted pursuant to this Section 10.7(a) (C) plus the total amount of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 Investments permitted pursuant to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder10.5(e) and (ivSection 10.5(r) within 60 days plus the total amount of Restricted Payments permitted pursuant to Section 10.6(d) and Section 10.6(e) plus the applicable Redemption Notice if, at the date total amount of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this payments permitted pursuant to Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation 10.12(e) shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.exceed $4,000,000; 124

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness that is subordinated in right of payment Senior Notes, Senior Interim Loans, Senior Subordinated Notes, Senior Subordinated Interim Loans or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”)any Permitted Additional Debt; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing at the date of such prepayment, repurchase, redemption or other defeasance or would result therefrom, the Borrower and the or Restricted Subsidiaries Subsidiary may prepay, repurchase or redeem Senior Notes, Senior Interim Loans, Senior Subordinated Notes, Senior Subordinated Interim Loans or otherwise defease Junior Indebtedness Permitted Additional Debt (i) in an aggregate amount from the Closing Date, when aggregated with (A) the aggregate amount of dividends paid pursuant to Section 10.6(c) from the Closing Date and (B) all loans and advances to any direct or indirect parent of the Borrower made pursuant to Section 10.5(m), not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, $400,000,000 plus (A2) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 Basis, to 1.0 plus (2) the Applicable Equity Amount at the time making of such prepayment, repurchaserepurchase or redemption, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption repurchase or other defeasance, redemption; provided that in respect of any prepaymentsto the extent that the Indebtedness being prepaid, repurchases repurchased, redeemed or redemptions or defeasances made in reliance of otherwise defeased pursuant to this clause (i) comprises Senior Subordinated Notes and such prepayment, repurchase or redemption is made from the proceeds of other Indebtedness incurred by the Borrower or its Restricted Subsidiaries, such Indebtedness shall be subordinated to the Obligations on terms at least as favorable to the Lenders as the Senior Subordinated Notes; (ii) in the case of Senior Notes with the proceeds of Senior Notes described in clause (b) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto)thereof; (iiiii) in the case of Senior Subordinated Notes, with the proceeds from, or of Senior Subordinated Notes described in exchange for, Indebtedness permitted under Section 10.1, clause (iiib) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and definition thereof, (iv) within 60 days in the case of Senior Interim Loans with the proceeds of Senior Notes described in clause (a) of the applicable Redemption Notice ifdefinition thereof, at (v) in the date case of any paymentSenior Subordinated Interim Loans, redemption, repurchase, retirement, termination or cancellation notice with the proceeds of Senior Subordinated Notes described in respect clause (a) of the definitions thereof (eachvi) in the case of Permitted Additional Debt, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision the proceeds of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provisionPermitted Additional Debt. Notwithstanding For the foregoingavoidance of doubt, nothing in this Section 10.7 shall prohibit restrict (Ai) any prepayment, repurchase, redemption or defeasance made after the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions Closing Date in connection with intercompany debt restructurings so long the Debt Repayment or (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as such Indebtedness is permitted by Section 10.1 of the end of any accrual period ending after giving effect to such transferthe fifth anniversary of the Closing Date.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness that is subordinated in right of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Subordinated Indebtedness”); provided, however, that the Borrower and the Restricted Subsidiaries may prepay, repurchase or redeem or otherwise defease Junior Indebtedness (i) in an aggregate amount from the Closing Date not in excess of the sum of (1) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time date of such prepayment, repurchase, redemption or other defeasance or would result after giving effect thereof and Excess Availability is not less than $50,000,000 after giving effect to such prepayment, repurchase, redemption or other defeasance, the Borrower or any Restricted Subsidiary may prepay, repurchase or redeem Subordinated Indebtedness (i) for an aggregate price not in excess of (x)(A) $50,000,000 or (B) $100,000,000, if the Consolidated Total Debt to Consolidated EBITDA Ratio for the Test Period last ended is less than 4.00:1.00, determined on a Pro Forma Basis after giving effect to such prepayment, repurchase, redemption or other defeasance, less any amount expended pursuant to Section 10.6(c)(i) plus (3y) the Applicable Amount at the time of such prepayment, repurchaserepurchase or redemption, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, of Subordinated Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect 10.1(B) (other than Section 10.1(B)(o)) and (B) has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of such transferSubordinated Indebtedness being refinanced.

Limitations on Debt Payments and Amendments. (a) The Neither the US Borrower nor any Restricted Subsidiary will not, and will not permit the Restricted Subsidiaries to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness Senior Subordinated Notes or any Subordinated Notes as applicable (it being understood that is subordinated any payment of principal prior to May 15, 2011, in right the case of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”Subordinated Notes shall be deemed a prepayment for purposes of this Section 10.7); provided, however, that the US Borrower and the Restricted Subsidiaries may prepay, repurchase or redeem Senior Subordinated Notes and/or Subordinated Notes (x) so long as no Default or otherwise defease Junior Indebtedness (i) in Event of Default has occurred and is continuing, for an aggregate amount from the Closing Date price not in excess of the sum Available Amount at the time of such prepayment, repurchase or redemption, provided that to the extent the Available Amount so utilized is attributable to Excess Cash Flow in accordance with clause (1a)(iii) of the definition of "Available Amount", the US Borrower applies an amount equal to the proceeds used for such prepayment, repurchase or redemption of Senior Subordinated Notes and/or Subordinated Notes to prepay Term Loans outstanding hereunder in accordance with Section 5.1 hereof on the date of any such prepayment, repurchase or redemption of Senior Subordinated Notes and/or Subordinated Notes (except to the extent that the US Borrower has already applied not less than 50.0% of the cumulative amount of Excess Cash Flow for all fiscal years completed after the Closing Date and prior to the date of such prepayment, repurchase or redemption of Senior Subordinated Notes and/or Subordinated Notes pursuant to Section 5.1 or Section 5.2 hereof) or (y) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be described in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and continuing, with the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or proceeds of subordinated Indebtedness that (B1) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect and (2) has terms material to such transferthe interests of the Lenders not materially less advantageous to the Lenders than those of the Senior Subordinated Notes and/or Subordinated Notes, as the case may be.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, voluntarily to prepay, repurchase or repurchase, redeem or otherwise defease any Subordinated Indebtedness (it being understood that is subordinated in right payments of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”regularly scheduled interest shall be permitted); provided, however, provided that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Junior any Subordinated Indebtedness (i) with the proceeds of any Permitted Refinancing Indebtedness in respect of such Indebtedness, (ii) by converting or exchanging any such Indebtedness to Qualified Capital Stock of the Borrower or any of its Parent Entities or (iii) on or after the Amendment No. 5 Effective Date in (A) an aggregate amount from the Closing Date not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) to exceed the greater of (x) $500,000,000 27,500,000 and (y) 3025.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and plus (B) additional unlimited amounts, provided that an amount equal to the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Available Amount at the time of such prepayment, repurchaseredemption, redemption repurchase or other defeasance plus (3) so long as in the Applicable Amount at the time case of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of this clause (ii) of the definition of Applicable Amount, (AB) no Event of Default shall have has occurred and be is continuing or would result therefrom and plus (BC) an additional amount so long as in the Consolidated case of this clause (C) (x) after giving Pro Forma Effect thereto, the Borrower would be in compliance with a Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated as of the most recently ended Test Period on a Pro Forma Basis after giving effect thereto)that is no greater than 2.75:1.00 and (y) no Event of Default has occurred and is continuing or would result therefrom; (iib) with the proceeds fromThe Borrower will not, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of and will not permit any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of Restricted Subsidiaries to waive, amend, modify, terminate or release any Subordinated Indebtedness Documentation to the applicable Redemption Notice ifextent that any such waiver, at the date of any paymentamendment, redemption, repurchase, retirementmodification, termination or cancellation notice release, taken as a whole, would be adverse to the Lenders in respect thereof any material respect. (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. c) Notwithstanding the foregoingforegoing and for the avoidance of doubt, nothing in this Section 10.7 shall prohibit (Ai) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment or (Bii) substantially concurrent transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness Senior Notes, Senior Subordinated 103 Notes or any other Permitted Additional Debt that is subordinated in right of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”other than as contemplated by Section 10.1(i); provided, however, that so long as no Default or Event of Default shall have occurred and be continuing at the date of such prepayment, repurchase, redemption or other defeasance or would result therefrom, the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or redeem Senior Notes, Senior Subordinated Notes or otherwise defease Junior Indebtedness such Permitted Additional Debt (i) in an aggregate amount from the Closing Date, when aggregated with (A) the aggregate amount of dividends paid pursuant to Section 10.6(c) from the Closing Date and (B) all (I) Investments made pursuant to Section 10.5(v) and (II) loans and advances to any direct or indirect parent of the Borrower made pursuant to Section 10.5(m), not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, repurchase or redemption or other defeasance plus (3) to the extent the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio is not greater than 4.25 to 1.00, both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption, the Applicable Amount at the time of such prepayment, repurchase or redemption; (ii) [Reserved], (iii) in the case of Senior Subordinated Notes, with the proceeds of (A) Permitted Additional Debt comprising senior unsecured notes or (B) Senior Subordinated Notes described in clause (b) of the definition thereof, (iv) in the case of Permitted Additional Debt, with the proceeds of other Permitted Additional Debt and (v) in an unlimited amount to the extent the Consolidated Total Debt to Consolidated EBITDA Ratio is not greater than 1.50 to 1.00, both before and after giving effect, on a Pro Forma Basis, to each such prepayment, repurchase, redemption or other defeasance, provided that in respect . For the avoidance of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoingdoubt, nothing in this Section 10.7 shall prohibit (A) restrict the repayment or prepayment making of intercompany subordinated Indebtedness (including under any “AHYDO catch-up payment” in respect of the Intercompany Senior Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transferNotes.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, voluntarily prepay, repurchase or repurchase, redeem or otherwise defease or make similar payments in respect of any Indebtedness Junior Debt prior to its stated maturity (it being understood that is subordinated in right payments of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”); providedregularly scheduled interest, howeverfees, that the Borrower and the Restricted Subsidiaries may prepayexpenses, repurchase or redeem or otherwise defease Junior Indebtedness (i) in an aggregate amount from the Closing Date not in excess of the sum of (1) indemnification obligations and, so long as no Event of Default shall have occurred and be under Section 11.1 or 11.5 is continuing or would result therefrom, AHYDO Catch-Up Payments shall be permitted); provided, however, the Borrower or any Restricted Subsidiary may prepay, repurchase, redeem, defease, acquire or otherwise make payments on any such Indebtedness (i) with the proceeds of any Permitted Refinancing Indebtedness in respect of such Indebtedness, (ii) by converting or exchanging any such Indebtedness to Capital Stock of Holdings or any of its Parent Entities and (iii) (A) the greater of so long as (x) $500,000,000 no Event of Default has occurred and is continuing or would result therefrom and (y) 30% of Consolidated EBITDA for after giving pro forma effect to such prepayment, repurchase, redemption, defeasance, acquisition or other payment, the most recently ended Test Period (calculated Borrower would be in compliance, on a Pro Forma Basis) and (B) additional unlimited amountspro forma basis, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not Debt to Consolidated EBITDA Ratio, calculated as of the last day of the Test Period most recently ended on or prior to the date of any such payment, as if such prepayment, repurchase, redemption, defeasance, acquisition or other payment and any other transactions being consummated in connection therewith occurred on the first day of such Test Period, of no greater than 2.0 5.25:1.00 after giving pro forma effect thereto, (B) in an aggregate amount not to 1.0 plus (2) exceed the Applicable Equity Available Amount at the time of such prepayment, repurchase, redemption redemption, defeasance, acquisition or other defeasance plus payment, so long as (3x) no Event of Default has occurred and is continuing or would result therefrom and (y) after giving pro forma effect to such prepayment, repurchase, redemption, defeasance, acquisition or other payment, the Applicable Borrower would be in compliance, on a pro forma basis, with a Consolidated EBITDA to Consolidated Interest Expense Ratio, calculated as of the last day of the Test Period most recently ended on or prior to the date of such prepayment, redemption, repurchase, defeasance, acquisition or other payment, as if such prepayment, repurchase, redemption, defeasance, acquisition or other payment and any other transactions being consummated in connection therewith occurred on the first day of such Test Period, of no less than 2.00:1.00, (C) in an aggregate amount not to exceed the Available Equity Amount at the time of such prepayment, redemption, repurchase, redemption defeasance, acquisition or other defeasancepayment, provided (D) in an aggregate amount not to exceed the portion, if any, of the Restricted Payment Amount, on the relevant date of determination that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of the Borrower elects to apply pursuant to this clause (ii) of the definition of Applicable AmountD), (AE) no Event any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Default shall have occurred and be continuing or would result therefrom and (BJunior Debt Incurred pursuant to Section 10.1(j) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except Indebtedness Incurred (I) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Borrower or a Restricted Subsidiary or (II) otherwise in connection with or contemplation of such acquisition), so long as permitted hereunder) such purchase, repurchase, redemption, defeasance or other acquisition or similar payment is made or deposited with a trustee or other similar representative of the holders of such Junior Debt contemporaneously with, or substantially simultaneously with, the closing of the Acquisition under which such Junior Debt is Incurred and (ivF) the payment, redemption, repurchase, retirement, termination or cancellation of Indebtedness within 60 days of the applicable date of the Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a the “Redemption Notice”), such payment, redemption, repurchase, retirement, retirement termination or cancellation would have complied with another provision of this Section 10.7, 10.7(a); provided that such payment, redemption, repurchase, retirement, retirement termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoingforegoing and for the avoidance of doubt, nothing in this Section 10.7 ‎10.7 shall prohibit (Ai) the repayment repayment, prepayment, repurchase, redemption or prepayment other payment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment or (Bii) substantially concurrent transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 ‎10.1 after giving pro forma effect to such transfer.

Limitations on Debt Payments and Amendments. (a) The Borrower Company will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease any Subordinated Indebtedness that is subordinated in right of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior any Second Lien Indebtedness”); provided, however, that the Borrower and the Restricted Subsidiaries may prepay, repurchase or redeem or otherwise defease Junior Indebtedness (i) in an aggregate amount from the Closing Date not in excess of the sum of (1) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time date of such prepayment, repurchase, redemption or other defeasance or would result after giving effect thereof, the Company or any Restricted Subsidiary may prepay, repurchase or redeem (i) any such Indebtedness for an aggregate price not in excess of (x) the Additional Basket at such time plus (3y) the Applicable Amount at the time of such prepayment, repurchaserepurchase or redemption, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) any Subordinated Indebtedness, with the proceeds of the definition of Applicable Amount, Subordinated Indebtedness that (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 (other than Section 10.1(o)) and (B) has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of such Subordinated Indebtedness being refinanced, or (iii) in the case of any Second Lien Indebtedness, (x) with the proceeds of other Second Lien Indebtedness that is permitted by Section 10.1(i) or (y) to the extent that a pro rata portion of Term Loans outstanding hereunder are simultaneously prepaid (determined based on the aggregate principal amount of Term Loans outstanding hereunder and the aggregate principal amount of Second Lien Indebtedness outstanding immediately prior to such prepayment) or (z) any such Second Lien Indebtedness if the Consolidated Total Debt to Consolidated EBITDA Ratio (after giving effect to such transferprepayment, repurchase, redemption or defeasance) is equal to or less than 4.25 to 1.00.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, voluntarily to prepay, repurchase or repurchase, redeem or otherwise defease any Subordinated Indebtedness (it being understood that is subordinated in right payments of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”regularly scheduled interest shall be permitted); provided, however, provided that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Junior any Subordinated Indebtedness (i) with the proceeds of any Permitted Refinancing Indebtedness in respect of such Indebtedness, (ii) by converting or exchanging any such Indebtedness to Capital Stock of Holdings or any of its Parent Entities or (iii) an aggregate amount from the Closing Date not in excess of to exceed the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Available Equity Amount at the time of such prepayment, repurchaseredemption, redemption repurchase or other defeasance plus (3B) the Applicable greater of (x) $25,000,000 and (y) 0.7% of Consolidated Total Assets (measured as of the date such prepayment, redemption, repurchase or defeasance is made based upon the Section 9.1 Financials most recently delivered on or prior to such date) plus (C) so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) the Borrower would be in compliance, on a Pro Forma Basis, with a Consolidated Total Debt to Consolidated EBITDA Ratio of 2.0:1.0 after giving effect thereto, with an aggregate amount not to exceed the Available Amount at the time of such prepayment, repurchaseredemption, redemption repurchase or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause defeasance plus (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (BD) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, Remaining Available Amount at the date time of any paymentsuch prepayment, redemption, repurchase, retirement, termination repurchase or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transferdefeasance.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, voluntarily prepay, repurchase or repurchase, redeem or otherwise defease or make similar payments in respect of any Indebtedness that is subordinated in right of payment Material Junior Debt (any such payments, “Junior Debt Payments”) on or lien prior to the Obligations with Stated Maturities beyond date that occurs earlier than one year prior to the Latest Maturity Date stated maturity date thereof (the “Junior Indebtedness”it being understood that payments of regularly scheduled interest, fees, expenses, indemnification obligations and AHYDO Catch-Up Payments shall be permitted); provided, however, that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or redeem repurchase, redeem, defease, acquire or otherwise defease Junior make payments on any such Indebtedness (i) with the proceeds of any Permitted Refinancing Indebtedness in respect of such Indebtedness; provided such Permitted Refinancing Indebtedness is also Junior Debt, (ii) by converting or exchanging any such Indebtedness to Capital Stock of the Borrower or any of its Parent Entities and (iii) (A) so long as (x) no Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing or would result therefrom and (y) after giving pro forma effect to such prepayment, repurchase, redemption, defeasance, acquisition or other payment, the Borrower would be in compliance, on a pro forma basis, with a Consolidated Total Debt to Consolidated EBITDA Ratio, calculated as of the last day of the Test Period most recently ended on or prior to the date of any such payment, as if such prepayment, repurchase, redemption, defeasance, acquisition or other payment and any other transactions being consummated in connection therewith occurred on the first day of such Test Period, of no greater than 4.00:1.00 after giving pro forma effect thereto, (B) in an aggregate amount from not to exceed the Closing Date not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Available Amount at the time of such prepayment, repurchase, redemption redemption, defeasance, acquisition or other defeasance plus payment, so long as, in the case of any Junior Debt Payment made in reliance on the Builder Basket, no Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing or would result therefrom, (3C) in an aggregate amount not to exceed the Applicable Available Equity Amount at the time of such prepayment, redemption, repurchase, redemption defeasance, acquisition or other defeasancepayment, provided (D) in an aggregate amount not to exceed (x) the portion, if any, of the Junior Debt Payment Amount, on the relevant date of determination that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of the Borrower elects to apply pursuant to this clause (iiD) and (y) the portion, if any, of the definition of Applicable Restricted Payment Amount and/or the Available RP Capacity Amount, on the relevant date of determination that the Borrower elects to apply pursuant to this clause (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect theretoD); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iiiE) by convertingany purchase, exchangingrepurchase, redeemingredemption, repaying defeasance or prepaying such other acquisition or similar payment of Material Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower Debt Incurred pursuant to Section 10.1(j) (other than Indebtedness Incurred (I) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Borrower or any Restricted Subsidiary or (II) otherwise in connection with or contemplation of such acquisition), so long as such purchase, repurchase, redemption, defeasance or other acquisition or similar payment is made or deposited with a trustee or other similar representative of the holders of such Material Junior Debt contemporaneously with, or substantially simultaneously with, the closing of the Acquisition under which such Material Junior Debt is Incurred, (F) any mandatory redemption, repurchase, retirement, termination or cancellation of Disqualified Capital Stock except as permitted hereunder) (to the extent such Disqualified Capital Stock constitutes Indebtedness and was Incurred in compliance with Section 10.1), and (ivG) the payment, redemption, repurchase, retirement, termination or cancellation of Indebtedness within 60 days of the applicable date of the Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a the “Redemption Notice”), such payment, redemption, repurchase, retirement, retirement termination or cancellation would have complied with another provision of this Section 10.7, 10.7(a); provided that such payment, redemption, repurchase, retirement, retirement termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoingforegoing and for the avoidance of doubt, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) substantially concurrent transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving pro forma effect to such transfer.. -215- #96562806v11

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness that is subordinated in right of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Restricted Indebtedness”); provided, however, that (x) the Borrower and the any Restricted Subsidiaries Subsidiary may prepay, repurchase or redeem or otherwise defease Junior Restricted Indebtedness with the Net Cash Proceeds of Permitted Other Indebtedness that is unsecured or secured by a Lien ranking junior to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(b) and (y) the Borrower or Restricted Subsidiary may prepay, repurchase or redeem Restricted Indebtedness (i) in an 165 aggregate amount from the 2014 July Repricing Effective Date, when aggregated with (A) the aggregate amount of dividends paid pursuant to Section 10.6(c) from the Original Closing Date (other than dividends paid pursuant to Section 10.6(c)(x) prior to March 31, 2015) and (B) all loans and advances to any direct or indirect parent of the Borrower made pursuant to Section 10.5(m) (in lieu of dividends permitted by Section 10.6(c)), not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, $400,000,000 plus (A2) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 Basis, to 1.0 the making of such prepayment, repurchase or redemption, the Applicable Amount at the time of such prepayment, repurchase or redemption; provided the use of such amounts in clauses (1) and (2) shall be subject to no Default or Event of Default having occurred and continuing at the date of such prepayment, repurchase, redemption or other defeasance or resulting therefrom, plus (23) the Applicable Equity Amount at the time of such prepayment, repurchaserepurchase or redemption; for the avoidance of doubt, redemption or other defeasance plus (3dividends paid in reliance on and in compliance with Section 10.6(c) the Applicable Amount at the time shall not retroactively cause any breach of such prepayment, repurchase, redemption or other defeasance, provided that this Section 10.7(a)(y)(i) in respect of any prepayments, repurchases or redemptions or defeasances made amounts previously prepaid in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect theretocompliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent Permitted Additional Debt. For the avoidance of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoingdoubt, nothing in this Section 10.7 shall prohibit restrict (Ai) any prepayment, repurchase, redemption or defeasance made after the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions Original Closing Date in connection with intercompany debt restructurings so long the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as such Indebtedness is permitted by Section 10.1 of the end of any accrual period ending after giving effect to such transferthe fifth anniversary of the Original Closing Date or (iii) the prepayment, repurchase or redemption of the PIK Notes with the net proceeds of Additional 2018 New Dollar Term Loans.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries to, voluntarily Subsidiary to prepay, repurchase or redeem or otherwise defease the Senior Unsecured Notes, the Senior Secured Notes, the Senior Secured Term Loans (or any Permitted Refinancing Indebtedness in respect of any of the foregoing) or any Permitted Additional Debt comprising senior subordinated or subordinated Indebtedness (it being understood that is subordinated payments of regularly-scheduled cash interest in right respect of payment the Senior Unsecured Notes, the Senior Secured Notes, the Senior Secured Term Loans (or lien to any Permitted Refinancing Indebtedness in respect of any of the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”foregoing) or such Permitted Additional Debt shall be permitted); provided, however, that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Junior the Senior Unsecured Notes, the Senior Secured Notes, the Senior Secured Term Loans (or any Permitted Refinancing Indebtedness in respect of any of the foregoing) or any such Permitted Additional Debt (iA) in an aggregate amount from exchange for or with the Closing Date not proceeds of any Permitted Refinancing Indebtedness, (B) by converting or exchanging the Senior Unsecured Notes, the Senior Secured Notes, the Senior Secured Term Loans (or any Permitted Refinancing Indebtedness in excess respect of any of the sum foregoing) or any such Permitted Additional Debt to Qualified Equity Interests of the Borrower or any Parent Entity or (1C) so long as no Event of Default shall have occurred and be continuing or would result therefromas, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated after giving effect thereto on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A1) no Event of Default shall have has occurred and be is continuing or would result therefrom and (B2) the Consolidated Total Net Leverage Ratio Liquidity is not greater less than 4.50 to 1.0 10% of the then effective Borrowing Base (calculated on a Pro Forma Basis after giving effect thereto); to such prepayment, repurchase, redemption or defeasance) provided, further, that, after giving effect to any adjustment of the Borrowing Base made pursuant to Section 2.14(g) and any repayment of the Loans required in connection therewith, the Borrower or any Restricted Subsidiary may make mandatory prepayments in respect of the Senior Secured Term Loans or the Senior Secured Notes (iior any Permitted Refinancing Indebtedness in respect thereof that is secured by a Lien on the assets the disposition of which are the subject of the mandatory prepayment) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of the disposition of any direct assets that have been pledged to secure such Senior Secured Term Loans or indirect parent of the Borrower Senior Secured Notes (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice ifor such Permitted Refinancing Indebtedness, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”if applicable), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.;

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily optionally prepay, repurchase or redeem or otherwise defease the Senior Notes or any Permitted Additional Debt comprised of senior subordinated or subordinated Indebtedness (it being understood that is subordinated payments of regularly scheduled cash interest in right respect of, and payment of payment principal on the scheduled maturity date of, the Senior Notes or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”such Permitted Additional Debt shall be permitted); provided, however, that the Borrower and the Restricted Subsidiaries or any Subsidiary may optionally prepay, repurchase or repurchase, redeem or otherwise defease Junior Indebtedness the Senior Notes or any such Permitted Additional Debt (iA) in an aggregate amount from with the Closing Date not in excess proceeds of any Permitted Refinancing Indebtedness, (B) by converting or exchanging the Senior Notes or any such Permitted Additional Debt to Stock (other than Disqualified Stock) of the sum Borrower or any of its direct or indirect parent or (C) so long as, after giving pro forma effect thereto, (1) so long as no Event of Default shall have has occurred and be is continuing or would result therefrom, and (2) (A) during a Borrowing Base Trigger Period, the greater of (x) $500,000,000 and (y) 30Available Revolving Commitment is not less than 10% of Consolidated EBITDA for the most recently ended Test Period then effective Revolving Loan Limit (calculated on a Pro Forma Basispro forma basis after giving effect to such prepayment, repurchase, redemption or defeasance) and (B) additional unlimited amountsduring an Investment Grade Period, provided that the Borrower shall be in compliance on a Pro Forma Basis pro forma basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at Financial Performance Covenants as such covenants are re-computed as of the time last day of the most recently ended Test Period as if such prepayment, repurchase, redemption or other defeasance plus (3) had been effected on the Applicable Amount at the time first day of such Test Period after giving effect to such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.;

Limitations on Debt Payments and Amendments. (a) The Borrower Neither PIK Holdco, Holdings nor the US Borrower, as applicable, will not, and will not permit the Restricted Subsidiaries to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness Subordinated Notes, any New Senior Notes or any PIK Notes, as applicable (it being understood that is subordinated any payment of principal prior to May 15, 2011, in right the case of payment or lien to Subordinated Notes, August 15, 2011, in the Obligations with Stated Maturities beyond case of New Senior Notes, and November 20, 2011, in the Latest Maturity Date (the “Junior Indebtedness”case of PIK Notes, respectively, shall be deemed a prepayment for purposes of this Section 10.7); provided, however, that so long as no Default or Event of Default has occurred and is continuing, the US Borrower and the Restricted Subsidiaries may prepay, repurchase or redeem or otherwise defease Junior Indebtedness Subordinated Notes (ix) in for an aggregate amount from the Closing Date price not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Available Amount at the time of such prepayment, repurchase, redemption repurchase or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasanceredemption, provided that to the extent the Available Amount so utilized is attributable to Excess Cash Flow in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of accordance with clause (iia)(iii) of the definition of Applicable "Available Amount", the US Borrower applies an amount equal to the proceeds used for such prepayment, repurchase or redemption of Subordinated Notes to prepay Term Loans outstanding hereunder in accordance with Section 5.1 hereof on the date of any such prepayment, repurchase or redemption of Subordinated Notes (Aexcept to the extent that the US Borrower has already applied not less than 50.0% of the cumulative amount of Excess Cash Flow for all fiscal years completed after the Closing Date and prior to the date of such prepayment, repurchase or redemption of Subordinated Notes pursuant to Section 5.1 or Section 5.2 hereof) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (iiy) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness that (including under the Intercompany Subordinated Note1) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect (other than Permitted Additional Subordinated Notes) and (2) has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of the Subordinated Notes; provided, further, that so long as no Default or Event of Default has occurred and is continuing, PIK Holdco and Holdings may prepay, repurchase or redeem New Senior Notes and PIK Notes, as applicable, (x) from the proceeds of Dividends received in accordance with Section 10.6(g) or (y) from the amount of any capital contributions (other than the Investor Equity Contribution and any PIK Proceeds Equity Contribution) made in cash to PIK Holdco or Holdings from and including the Business Day immediately following the Closing Date through and including the date of such transferredemption, repurchase or retirement, including contributions with the proceeds from any issuance of equity securities by any of the Parent Companies or Holdings.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries to, voluntarily Subsidiary to prepay, repurchase or redeem or otherwise defease (i) any Indebtedness for borrowed money that is expressly subordinated in right of payment to any Indebtedness incurred hereunder, (ii) any Indebtedness for borrowed money as to which any Liens on any property securing such other Indebtedness are expressly subordinated to any Liens on any property securing any Indebtedness hereunder or lien to (iii) the Permitted Second Lien Obligations with Stated Maturities beyond (such other Indebtedness described in the Latest Maturity Date immediately preceding clauses (the i) through (iii), collectively, “Junior IndebtednessDebt”) (it being understood that regularly-scheduled payments in respect of such Junior Debt shall be permitted); provided, however, that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease any such Junior Indebtedness Debt (iA) in an aggregate amount from exchange for or with the Closing Date not in excess proceeds of any Permitted Refinancing Indebtedness, (B) by converting or exchanging any such Indebtedness to Qualified Equity Interests of the sum of Borrower, or (C) in connection with (1) so long as no Event the conversion of Default shall have occurred and be continuing or would result therefrom, (A) the greater certain Permitted Second Lien Obligations into Equity Interests of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 pursuant to 1.0 plus Article XI of the Permitted Second Lien Credit Agreement, and (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) incurrence of the definition of Applicable Amount, Term Loan Take Back Debt (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) as defined in the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect theretoPermitted Second Lien Credit Agreement); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.;

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, voluntarily to prepay, repurchase or repurchase, redeem or otherwise defease any Subordinated Indebtedness (it being understood that is subordinated in right payments of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”regularly scheduled interest shall be permitted); provided, however, provided that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Junior any Subordinated Indebtedness (i) with the proceeds of any Permitted Refinancing Indebtedness in respect of such Indebtedness, (ii) by converting or exchanging any such Indebtedness to Capital Stock of Holdings or any of its Parent Entities or (iii) an aggregate amount from the Closing Date not in excess of to exceed the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Available Equity Amount at the time of such prepayment, repurchaseredemption, redemption repurchase or other defeasance plus (3B) the Applicable 186 greater of (x) $25,000,000 and (y) 0.7% of Consolidated Total Assets (measured as of the date such prepayment, redemption, repurchase or defeasance is made based upon the Section 9.1 Financials most recently delivered on or prior to such date) plus (C) so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) the Borrower would be in compliance, on a Pro Forma Basis, with a Consolidated Total Debt to Consolidated EBITDA Ratio of 2.0:1.0 after giving effect thereto, with an aggregate amount not to exceed the Available Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination repurchase or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transferdefeasance.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, voluntarily to prepay, repurchase or repurchase, redeem or otherwise defease any Subordinated Indebtedness (it being understood that is subordinated in right payments of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”regularly scheduled interest shall be permitted); provided, however, provided that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Junior any Subordinated Indebtedness (i) with the proceeds of any Permitted Refinancing Indebtedness in respect of such Indebtedness, (ii) by converting or exchanging any such Indebtedness to Capital Stock of Holdings or any of its Parent Entities or (iii) an aggregate amount from the Closing Date not in excess of to exceed the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Available Equity Amount at the time of such prepayment, repurchaseredemption, redemption repurchase or other defeasance plus (3B) the Applicable greater of (x) $25,000,000 and (y) 0.7% of Consolidated Total Assets (measured as of the date such prepayment, redemption, repurchase or defeasance is made based upon the Section 9.1 182 LPL – Conformed A&R Credit Agreement Financials most recently delivered on or prior to such date) plus (C) so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) the Borrower would be in compliance, on a Pro Forma Basis, with a Consolidated Total Debt to Consolidated EBITDA Ratio of 2.0:1.0 after giving effect thereto, with an aggregate amount not to exceed the Available Amount at the time of such prepayment, repurchaseredemption, redemption repurchase or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause defeasance plus (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (BD) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, Remaining Dividends Amount at the date time of any paymentsuch prepayment, redemption, repurchase, retirement, termination repurchase or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transferdefeasance.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the Restricted Subsidiaries to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness Senior Unsecured Subordinated Notes or Refinanced Senior Unsecured Subordinated Notes (it being understood that is subordinated in right any payment of payment or lien principal prior to the Obligations with Stated Maturities beyond the Latest Senior Unsecured Subordinated Note Maturity Date (the “Junior Indebtedness”shall be deemed a prepayment for purposes of this Section 10.7(a)) or other subordinated Indebtedness permitted hereunder; provided, however, that so long as no Default or Event of Default has occurred and is continuing, the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or redeem any Senior Unsecured Subordinated Notes or otherwise defease Junior Indebtedness Refinanced Senior Unsecured Subordinated Notes (i) in for an aggregate amount from the Closing Date price which will not in excess of the sum of exceed, when taken together with prepayments permitted by subclause (1b) so long as no Event of Default shall have occurred and be continuing or would result therefrombelow, (A) the greater of (x) $500,000,000 and 25,000,000 plus (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Available Amount at the time of such prepayment, repurchaserepurchase or redemption, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, of Refinanced Senior Unsecured Subordinated Notes or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of subordinated to the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided Obligations that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect and that has terms that, taken as a whole, are not materially less favorable to such transferthe Lenders than the Senior Unsecured Subordinated Notes or (iii) with the proceeds of the 2017 Term Loans in connection with the Redemption, provided that the proceeds of the 2017 Term Loans, together with cash on hand of the Borrower, may be used to pay any accrued and unpaid interest thereon or redemption premiums in connection with the Redemption.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries to, voluntarily Subsidiary to prepay, repurchase or redeem or otherwise defease the Senior Unsecured Notes, the Senior Secured Notes, the Senior Secured Term Loans (or any Permitted Refinancing Indebtedness in respect of any of the foregoing) or any Permitted Additional Debt comprising senior subordinated or subordinated Indebtedness (it being understood that is subordinated payments of regularly-scheduled cash interest in right respect of payment the Senior Unsecured Notes, the Senior Secured Notes, the Senior Secured Term Loans (or lien to any Permitted Refinancing Indebtedness in respect of any of the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”foregoing) or such Permitted Additional Debt shall be permitted); provided, however, that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Junior the Senior Unsecured Notes, the Senior Secured Notes, the Senior Secured Term Loans (or any Permitted Refinancing Indebtedness in respect of any of the foregoing) or any such Permitted Additional Debt (iA) in an aggregate amount from exchange for or with the Closing Date not proceeds of any Permitted Refinancing Indebtedness, (B) by converting or exchanging the Senior Unsecured Notes, the Senior Secured Notes, the Senior Secured Term Loans (or any Permitted Refinancing Indebtedness in excess respect of any of the sum foregoing) or any such Permitted Additional Debt to Qualified Equity Interests of the Borrower or any Parent Entity or (1C) so long as no Event of Default shall have occurred and be continuing or would result therefromas, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated after giving effect thereto on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A1) no Event of Default shall have has occurred and be is continuing or would result therefrom and (B2) the Consolidated Total Net Leverage Ratio Liquidity is not greater less than 4.50 to 1.0 10% of the lesser of the Total Commitments and the then effective Borrowing Base (calculated on a Pro Forma Basis after giving effect theretoto such prepayment, repurchase, redemption or defeasance) (provided that, during the Amendment Period,at any time that the Consolidated Total Debt to EBITDAX Ratio as of the last date of the most recent Test Period after giving effect thereto on a Pro Forma Basis is not less than or equal to 4.5 to 1.0, the aggregate amount of payments and distributions in respect of such prepayments, repurchases, redemptions and defeasances in respect of principal payments made pursuant to this clause (C) shall not exceed the Specified Debt Payment Cap); , provided, further, that, after giving effect to any adjustment of the Borrowing Base made pursuant to Section 2.14(g) and any repayment of the Loans required in connection therewith, the Borrower or any Restricted Subsidiary may make mandatory prepayments in respect of the Senior Secured Term Loans or the Senior Secured Notes (iior any Permitted Refinancing Indebtedness in respect thereof that is secured by a Lien on the assets the disposition of which are the subject of the mandatory prepayment) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of the disposition of any direct assets that have been pledged to secure such Senior Secured Term Loans or indirect parent the Senior Secured Notes (or such Permitted Refinancing Indebtedness, if applicable); (b) The Borrower will not amend or modify the Senior Unsecured Notes Indenture, the Senior Secured Notes Indenture, the documentation governing the Senior Secured Term Loan Facility, the documentation governing any Permitted Refinancing Indebtedness in respect of the Borrower (Senior Unsecured Notes, the Senior Secured Notes or the Senior Secured Term Loans or the documentation governing any senior subordinated or subordinated Permitted Additional Debt that constitutes Material Indebtedness or the terms applicable thereto, other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination amendments or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided modifications that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) would not be materially adverse to the repayment or prepayment of intercompany subordinated Indebtedness Lenders (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.-157- 727670773 12335469

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness that is subordinated in right of payment or lien acquire prior to the Obligations with Stated Maturities beyond scheduled maturity thereof the Latest Maturity Date Subordinated Notes or any other Subordinated Indebtedness, or obligations under the Subordinated Notes (the collectively, “Junior Indebtedness”); provided, however, that the Borrower and the Restricted Subsidiaries may prepay, repurchase or redeem or otherwise defease Junior Indebtedness (i) in an aggregate amount from the Closing Date not in excess of the sum of (1) except so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time date of such prepayment, repurchase, redemption or other defeasance plus or would result therefrom: (3i) the Applicable Amount Borrower or any Restricted Subsidiary may prepay, repurchase or redeem Junior Indebtedness with the proceeds of Indebtedness permitted by Section 9.1(i) or (m); (ii) the Borrower and its Restricted Subsidiaries may make prepayments of Junior Indebtedness for aggregate consideration not to exceed $20,000,000 less the amount of Restricted Payments made in reliance on Section 9.6(c); provided that at the time of such prepayment pursuant to the foregoing clause (ii) and after giving Pro Forma Effect thereto, the Consolidated Total Leverage Ratio shall not exceed 4.0 to 1.00; and (iii) the Borrower and its Restricted Subsidiaries may make prepayments, repurchases, redemptions, defeasances or acquisitions of Junior Indebtedness so long as immediately after giving Pro Forma Effect to any such prepayment, repurchase, redemption redemption, defeasance or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of acquisition pursuant to this clause (ii) of the definition of Applicable Amountiii), (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Senior Secured Leverage Ratio is shall not greater than 4.50 exceed 4.25 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision1.00. Notwithstanding the foregoing, nothing in this Section 10.7 9.7 shall prohibit (Ax) the repayment or prepayment of intercompany subordinated Subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (By) transfers the conversion of credit positions in connection Junior Indebtedness into Qualified Equity Interests or Stock or Stock Equivalents of the Borrower or any direct or indirect parent company of the Borrower (or the repayment or prepayment of Junior Indebtedness with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transferthe proceeds thereof).

Limitations on Debt Payments and Amendments. (a) The Parent Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness that is subordinated in right of payment or lien acquire prior to the Obligations with Stated Maturities beyond the Latest Maturity Date scheduled maturity thereof any Subordinated Indebtedness, Retained Indebtedness (the except as permitted in clause (b) below) or Permitted Junior Lien Debt (collectively, “Junior Indebtedness”); provided, however, that the Parent Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or redeem or otherwise defease Junior Indebtedness (i) in an aggregate amount from the Closing Date not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) each of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio Payment Conditions is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provisionsatisfied. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Parent Borrower and/or and, the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Parent Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment prepayment, or (B) transfers of credit creditor positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfertransfers. For the avoidance of doubt, nothing in this Section 10.7 shall restrict the making of any “AHYDO catch up payment” in respect of the Existing Junior Lien Notes or (C) any prepayment, repurchase, redemption or defeasance that satisfies the Payment Conditions (it being understood and agreed that, if an irrevocable notice or contractual obligation is given, made or arises in respect of any such prepayment, repurchase, redemption or defeasance, the foregoing conditions only need to be satisfied at the time of the giving of such irrevocable notice or entering into (or effectiveness of) any such contractual obligations).

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the Restricted Subsidiaries to, voluntarily prepay, repurchase or redeem or otherwise defease any Material Indebtedness that is subordinated in right of payment or lien (contractually junior to the liens securing the Obligations) to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”); provided, however, that the Borrower and the Restricted Subsidiaries may prepay, repurchase or redeem or otherwise defease Junior Indebtedness (i) in an aggregate principal amount from the Closing Date not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 160,000,000 and (y) solely on or after the Q2 2024 Financials Date, 30% of Consolidated Adjusted EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 (i) at any time prior to 1.0 the Q2 2024 Financials Date, 1.75:1.00 or (ii) at any time on or after the Q2 2024 Financials Date, 2.25:1.00 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder), (iv) payments made using amounts not to exceed 100% of the amount of dividends permitted to be made pursuant to Section 10.6(o) at the time of any such payment; provided that the aggregate amount used under this clause (iv) (and not reclassified) shall reduce the corresponding basket under Section 10.6(o), if applicable, on a dollar for dollar basis and (ivv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent (acting at the direction of the Administrative Agent) instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.. 195

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, voluntarily prepay, repurchase or repurchase, redeem or otherwise defease or make similar payments in respect of any Indebtedness that is subordinated in right of payment Material Junior Debt (any such payments, “Junior Debt Payments”) on or lien prior to the Obligations with Stated Maturities beyond date that occurs earlier than six months prior to the Latest Maturity Date stated maturity date thereof (the “Junior Indebtedness”); providedit being understood that payments of regularly scheduled interest, howeverfees, that the Borrower and the Restricted Subsidiaries may prepayexpenses, repurchase or redeem or otherwise defease Junior Indebtedness (i) in an aggregate amount from the Closing Date not in excess of the sum of (1) indemnification obligations and, so long as no Event of Default shall have occurred and be under Section 11.1 or Section 11.5 is continuing or would result therefrom, AHYDO Catch Up Payments shall be permitted); provided, however, the Borrower or any Restricted Subsidiary may prepay, repurchase, redeem, defease, acquire or otherwise make payments on any such Indebtedness (i) with the proceeds of any Permitted Refinancing Indebtedness in respect of such Indebtedness, (ii) by converting or exchanging any such Indebtedness to Capital Stock of the Borrower and (iii) (A) the greater of so long as (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption no Default or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have has occurred and be is continuing or would result therefrom and (By) after giving pro forma effect to such prepayment, repurchase, redemption, defeasance, acquisition or other payment, the Borrower would be in compliance, on a pro forma basis, with a Consolidated Total Net Leverage Ratio is not Ratio, calculated as of the last day of the Test Period most recently ended on or prior to the date of any such payment, as if such prepayment, repurchase, redemption, defeasance, acquisition or other payment and any other transactions being consummated in connection therewith occurred on the first day of such Test Period, of no greater than 4.50 to 1.0 (calculated on a Pro Forma Basis 2.75:1.00 after giving pro forma effect thereto, (B) [reserved], (C) [reserved], (D) in an aggregate amount not to exceed the portion, if any, of the Restricted Payment Amount, on the relevant date of determination that the Borrower elects to apply pursuant to this clause (D); , (iiE) any purchase, repurchase, redemption, defeasance or other acquisition or similar payment of Junior Debt Incurred pursuant to Section 10.1(j) (other than Indebtedness Incurred (I) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Borrower or a Restricted Subsidiary or (II) otherwise in connection with or contemplation of such acquisition), so long as such purchase, repurchase, redemption, defeasance or other acquisition or similar payment is made or deposited with a trustee or other similar representative of the proceeds fromholders of such Junior Debt contemporaneously with, or substantially simultaneously with, the closing of the Acquisition under which such Junior Debt is Incurred, (F) any mandatory redemption, repurchase, retirement, termination or cancellation of Disqualified Capital Stock (to the extent such Disqualified Capital Stock constitutes Indebtedness and was Incurred in exchange for, Indebtedness permitted under compliance with Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (ivG) the payment, redemption, repurchase, retirement, termination or cancellation of Indebtedness within 60 days of the applicable date of the Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a the “Redemption Notice”), such payment, redemption, repurchase, retirement, retirement termination or cancellation would have complied with another provision of this Section 10.7, 10.7(a); provided that such payment, redemption, repurchase, retirement, retirement termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoingforegoing and for the avoidance of doubt, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) substantially concurrent transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving pro forma effect to such transfer.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries to, voluntarily Subsidiary to prepay, repurchase or redeem or otherwise defease prior to its scheduled maturity any Indebtedness for borrowed money that is senior unsecured (including, without limitation, the 2017 unsecured Notes and the 2018 Unsecured Notes) or is expressly subordinated in right of payment to or lien is secured on a junior basis to the Obligations with Stated Maturities beyond Indebtedness incurred hereunder (or any Permitted Refinancing Indebtedness in respect thereof to the Latest Maturity Date extent constituting Junior Debt) (the such other Indebtedness or any Permitted Refinancing Indebtedness in respect thereof, “Junior IndebtednessDebt”) (for the avoidance of doubt, it being understood that payments of regularly-scheduled cash interest in respect of Junior Debt and any AHYDO payments shall be permitted unless expressly prohibited by the terms of the documents governing such subordination); provided, however, that that, the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease prior to its scheduled maturity any Junior Indebtedness Debt (i) to the extent permitted pursuant to Section 10.1(l) in an aggregate amount from exchange for or with the Closing Date not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect proceeds of any prepaymentsPermitted Refinancing Indebtedness, repurchases or redemptions or defeasances made in reliance of clause (ii) by converting or exchanging any Junior Debt to Qualified Equity Interests of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1any Parent Entity, (iii) by convertingsolely with respect to the 2017 Unsecured Notes or the 2018 Unsecured Notes, exchangingopen market purchases thereof with the proceeds of the First Lien Facility, redeemingthe Loans or other cash on hand, repaying or prepaying provided that upon consummation thereof, such Junior Indebtedness intoDebt is immediately cancelled and no longer outstanding, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of [reserved] or (v) owed to the applicable Redemption Notice if, at Borrower or any Restricted Subsidiary to the date of any payment, redemption, repurchase, retirement, termination or cancellation notice extent not prohibited by the subordination provisions contained in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.;

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the Restricted Subsidiaries to, voluntarily prepay, repurchase or redeem or otherwise defease any Material Indebtedness that is subordinated in right of payment or lien (contractually junior to the liens securing the Obligations) to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”); provided, however, that the Borrower and the Restricted Subsidiaries may prepay, repurchase or redeem or otherwise defease Junior Indebtedness (i) in an aggregate principal amount from the Closing Date not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 160,000,000 and (y) solely on or after the Q2 2024 Financials Date, 30% of Consolidated Adjusted EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 (i) at any time prior to 1.0 the Q2 2024 Financials Date, 1.75:1.00 or (ii) at any time on or after the Q2 2024 Financials Date, 2.25:1.00 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder), (iv) payments made using amounts not to exceed 100% of the amount of dividends permitted to be made pursuant to Section 10.6(o) at the time of any such payment; provided that the aggregate amount used under this clause (iv) (and not reclassified) shall reduce the corresponding basket under Section 10.6(o), if applicable, on a dollar for dollar basis and (ivv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent (acting at the direction of the Administrative Agent) instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease prior to its scheduled maturity any Permitted Additional Debt, any Material Indebtedness or any other Indebtedness for borrowed money that is expressly subordinated in right of payment to or lien payment priority or is secured by a Junior Lien (or any Permitted Refinancing Indebtedness in respect thereof to the Obligations with Stated Maturities beyond extent constituting Other Debt) (such Permitted Additional Debt, Material Indebtedness or other Indebtedness or any Permitted Refinancing Indebtedness in respect thereof, “Other Debt”) (for the Latest Maturity Date (avoidance of doubt, it being understood that payments of regularly-scheduled cash interest in respect of Other Debt and any AHYDO payments shall be permitted unless expressly prohibited by the “Junior Indebtedness”terms of the documents governing any such subordination); provided, however, that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Junior Indebtedness prior to its scheduled maturity any Other 139 Debt (i) in an aggregate amount from exchange for or with the Closing Date proceeds of any Permitted Refinancing Indebtedness, (ii) by converting or exchanging any Other Debt to Qualified Equity Interests, (iii) so long as, immediately after giving effect thereto on a pro forma basis, the Restricted Payment Conditions are satisfied, (iv) in exchange for or with proceeds of any Qualified Equity Interests within thirty (30) days of receipt of such proceeds, (v) owed to the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in excess the Intercompany Note or (vi) with respect to the EHP Notes, with the Net Cash Proceeds of the sum EHP Collateral so long as such payment is made within thirty (30) days of (1the receipt of such proceeds; provided, further, that, after giving effect to any adjustment of the Borrowing Base made pursuant to Section 2.14(f) and any repayment of the Loans required in connection therewith, so long as no Event of Default shall have occurred and be continuing or would result therefromthen exists, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that any Guarantor may make mandatory prepayments in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) Other Debt with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of the disposition of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), assets that have been pledged to secure such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.Other Debt;

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily exchange, prepay, repurchase or redeem or otherwise defease any Indebtedness Permitted Additional Debt (it being understood that is subordinated payments of regularly scheduled cash interest in right respect of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”Permitted Additional Debt shall be 116 permitted); provided, however, that the Borrower and the or any Restricted Subsidiaries Subsidiary may exchange, prepay, repurchase or repurchase, redeem or otherwise defease Junior Indebtedness the Permitted Additional Debt (i) (A) with the proceeds of any Permitted Refinancing Indebtedness (or with any Permitted Refinancing Indebtedness that is otherwise issued in an aggregate amount exchange for such Permitted Additional Debt), (B) with the proceeds of any Permitted Additional Debt (or with Permitted Additional Debt that is otherwise issued in exchange for such Permitted Additional Debt) or (C) with the proceeds from the Closing Date not issuance of Stock (other than Disqualified Stock) by the Borrower, in excess of the sum of (1) each case, so long as no Event of Default shall have occurred and be continuing or would result therefromsuch exchange, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or defeasance occurs within 90 days following the Borrower’s or such other defeasance plus Restricted Subsidiary’s incurrence or issuance of such Permitted Refinancing Indebtedness, Permitted Additional Debt or Stock, as applicable, (3ii) by converting any Permitted Additional Debt to Stock or exchanging any Permitted Additional Debt for Stock (in each case other than Disqualified Stock) of the Applicable Borrower or any of its direct or indirect parent, or (iii) commencing on September 18, 2021, in an aggregate amount not to exceed Distributable Free Cash Flow Amount at as of the time of such exchange, prepayment, repurchase, redemption or other defeasance is made so long as, immediately after giving pro forma effect to such exchange, prepayment, repurchase, redemption or defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have or Borrowing Base Deficiency has occurred and be continuing or would result therefrom and is continuing, (B) the Available Commitment is not less than 20% of the then effective Loan Limit and (C) the Consolidated Total Net Leverage Ratio is not greater less than 4.50 or equal to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not 2.00 to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.1.00;

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, voluntarily prepay, repurchase or repurchase, redeem or otherwise defease or make similar payments in respect of any Indebtedness that is subordinated in right of payment Material Junior Debt (any such payments, “Junior Debt Payments”) on or lien prior to the Obligations with Stated Maturities beyond date that occurs earlier than one year prior to the Latest Maturity Date stated maturity date thereof (the “Junior Indebtedness”it being understood that payments of regularly scheduled interest, fees, expenses, indemnification obligations and AHYDO Catch-Up Payments shall be permitted); provided, however, that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or redeem repurchase, redeem, defease, acquire or otherwise defease Junior make payments on any such Indebtedness (i) with the proceeds of any Permitted Refinancing Indebtedness in an aggregate amount from the Closing Date not in excess respect of such Indebtedness; provided such Permitted Refinancing Indebtedness is also Junior Debt, (ii) by converting or exchanging any such Indebtedness to Capital Stock of the sum Borrower or any of its Parent Entities and (1iii) (A) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have under Section 11.1 or Section 11.5 has occurred and be is continuing or would result therefrom and (By) after giving pro forma effect to such prepayment, repurchase, redemption, defeasance, acquisition or other payment, the Borrower would be in compliance, on a pro forma basis, with a Consolidated Total Net Leverage Ratio is not greater than 4.50 Debt to 1.0 (Consolidated EBITDA Ratio, calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days last day of the applicable Redemption Notice if, at Test Period most recently ended on or prior to the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.-209- #95203802v2296160609v3 #96160609v5

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries to, voluntarily Subsidiary to prepay, repurchase or redeem or otherwise defease prior to its scheduled maturity any Indebtedness for borrowed money that is unsecured, is expressly subordinated in right of payment to or lien is secured on a junior basis to the Obligations with Stated Maturities beyond Indebtedness incurred hereunder (or any Permitted Refinancing Indebtedness in respect thereof to the Latest Maturity Date extent constituting Junior Debt) (the such other Indebtedness or any Permitted Refinancing Indebtedness in respect thereof, “Junior IndebtednessDebt”) (for the avoidance of doubt, it being understood that payments of regularly-scheduled cash interest in respect of Junior Debt and any AHYDO payments shall be permitted unless expressly prohibited by the terms of the documents governing such subordination); provided, however, that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease prior to its scheduled maturity any Junior Indebtedness Debt (i) in an aggregate amount from exchange for or with the Closing Date not in excess proceeds of the sum any Permitted Refinancing Indebtedness, (ii) by converting or exchanging any Junior Debt to Qualified Equity Interests of any Parent Entity, (1iii) so long as no Event of Default shall have occurred and be continuing or would result therefromas, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated immediately after giving effect thereto on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have has occurred and be continuing or would result therefrom and is continuing, (B) Liquidity is not less than 10.0% of the then-effective Loan Limit and (C) the Borrower has a Consolidated Total Net Leverage Ratio is not greater less than 4.50 or equal to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from2.50:1.00, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of [reserved] or (v) owed to the applicable Redemption Notice if, at Borrower or any Restricted Subsidiary to the date of any payment, redemption, repurchase, retirement, termination or cancellation notice extent not prohibited by the subordination provisions contained in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.;

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries to, voluntarily Subsidiary to prepay, repurchase or redeem or otherwise defease the Junior Lien Notes, the Stone Energy Notes or any Permitted Additional Debt comprising senior subordinated or subordinated Indebtedness (it being understood that is subordinated (i) any Permitted Refinancing Indebtedness in right respect of payment any of the foregoing and (ii) payments of regularly-scheduled cash interest in respect of the Junior Lien Notes, the Stone Energy Notes or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”such Permitted Additional Debt shall be permitted); provided, however, that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease the Junior Indebtedness Lien Notes, the Stone Energy Notes or any such Permitted Additional Debt (iA) in an aggregate amount from exchange for or with the Closing Date not in excess proceeds of any Permitted Refinancing Indebtedness, (B) by converting or exchanging the Junior Lien Notes, the Stone Energy Notes or any such Permitted Additional Debt to Qualified Equity Interests of the sum of Borrower or any Parent Entity or (1C) so long as after giving pro forma effect to the making of any such prepayment, repurchase, redemption or defeasance, (1) no Default or Event of Default shall have occurred and be continuing or would result therefromcontinuing, (A2) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be have Available Commitments of not less than 20% of the then effective Loan Limit (on a pro forma basis after giving effect to such prepayment, repurchase, redemption or defeasance), (3) the Borrower is in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage the Current Ratio not greater than 2.0 and (4) as of the most recently ended fiscal quarter for which Section 9.1 Financials are available after giving pro forma effect to 1.0 plus (2) the Applicable Equity Amount at the time of any such prepayment, repurchase, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Debt to Consolidated EBITDAX Ratio is not greater than 4.50 2.75 to 1.0 1.00 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying to such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemptionprepayment, repurchase, retirement, termination redemption or cancellation notice in respect thereof (each, a “Redemption Notice”defeasance), such paymentprovided that in no event shall the Borrower be permitted to use, redemptiondirectly or indirectly, the proceeds of any Loans to prepay, repurchase, retirementredeem or defease the Junior Lien Notes, termination the Stone Energy Notes or cancellation would have complied with another provision any Permitted Additional Debt prior to the first anniversary of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.Closing Date;

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease any Senior Notes, Senior Interim Loans, Senior Subordinated Notes, Senior Subordinated Interim Loans, Permitted Additional Debt or any Permitted OtherRestricted Indebtedness that is subordinated in right of payment or lien incurred pursuant to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”Section 10.1(bb)(i)(b); provided, however, that (x) the Borrower and the any Restricted Subsidiaries Subsidiary may prepay, repurchase or redeem or otherwise defease Junior Senior Notes and/or Senior Subordinated NotesRestricted Indebtedness with the Net Cash Proceeds of Permitted Other Indebtedness that is unsecured or secured by a Lien ranking junior to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(b) and (y) so long as no Default or Event of Default shall have occurred and be continuing at the date of such prepayment, repurchase, redemption or other defeasance or would result therefrom, the Borrower or Restricted Subsidiary may prepay, repurchase or redeem Senior Notes, Senior Interim Loans, Senior Subordinated Notes, Senior Subordinated Interim Loans, Permitted Additional Debt or Permitted OtherRestricted Indebtedness incurred pursuant to Section 10.1(bb)(i)(b) (i) in an aggregate amount from the Original Closing2014 July Repricing Effective Date, when aggregated with (A) the aggregate amount of dividends paid pursuant to Section 10.6(c) from the Original Closing Date and (B) all loans and advances to any direct or indirect parent of the Borrower made pursuant to Section 10.5(m) (in lieu of dividends permitted by Section 10.6(c)), not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, $400,000,000 plus (A2) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 Basis, to 1.0 the making of such prepayment, repurchase or redemption, the Applicable Amount at the time of such prepayment, repurchase or redemption; provided that to the extent that the Indebtedness being prepaid, repurchased, redeemed or otherwise defeased pursuant to this clause (i) comprises Senior Subordinated Notes and the use of such amounts in clauses (1) and (2) shall be subject to no Default or Event of Default having occurred and continuing at the date of such prepayment, repurchase or redemption is made from the proceeds of other Indebtedness incurred by the Borrower or its Restricted Subsidiaries, such Indebtedness shall be subordinated to the Obligations on terms at least as favorable to the Lenders as the Senior Subordinated Notes, redemption or other defeasance or resulting therefrom, plus (23) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption repurchase or other defeasance plus redemption; (3ii) in the Applicable Amount at case of Senior Notes with the time proceeds of such prepayment, repurchase, redemption or other defeasance, provided that Senior Notes described in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (iib) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto)thereof; (iiiii) in the case of Senior Subordinated Notes, with the proceeds from, or of Senior Subordinated Notes described in exchange for, Indebtedness permitted under Section 10.1, clause (iiib) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and definition thereof, (iv) within 60 days in the case of Senior Interim Loans with the proceeds of Senior Notes described in clause (a) of the applicable Redemption Notice ifdefinition thereof, at (v) in the date case of any paymentSenior Subordinated Interim Loans, redemptionwith the proceeds of Senior Subordinated Notes described in clause (a) of the definitions thereof ; (vi) in the case of Permitted Additional Debt, repurchase, retirement, termination or cancellation notice with the proceeds of other Permitted Additional Debt and (vii) in respect thereof (each, a “Redemption Notice”the case of Permitted Other Indebtedness incurred pursuant to Section 10.1(bb)(i)(b), such payment, redemption, repurchase, retirement, termination with the proceeds of Permitted Other Indebtedness that is unsecured or cancellation would have complied with another provision that is secured by a Lien ranking junior to the Lien securing the ObligationsAdditional Debt. For the avoidance of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoingdoubt, nothing in this Section 10.7 shall prohibit restrict (Ai) any prepayment, repurchase, redemption or defeasance made after the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions Original Closing Date in connection with intercompany debt restructurings so long the Debt Repayment or, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as such Indebtedness is permitted by Section 10.1 of the end of any accrual period ending after giving effect to such transferthe fifth anniversary of the Original Closing Date or (iii) the prepayment, repurchase or redemption of the PIK Notes with the net proceeds of Additional 2018 New Dollar Term Loans.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the Restricted Subsidiaries to, voluntarily prepay, repurchase or redeem or otherwise defease any Material Indebtedness that is subordinated in right of payment or lien (contractually junior to the liens securing the Obligations) to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”); provided, however, that the Borrower and the Restricted Subsidiaries may prepay, repurchase or redeem or otherwise defease Junior Indebtedness (i) in an aggregate principal amount from the Closing Date not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 160,000,000 and (y) solely on or after the Q2 2024 Financials Date, 30% of Consolidated Adjusted EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 (i) at any time prior to 1.0 the Q2 2024 Financials Date, 1.75:1.00 or (ii) at any time on or after the Q2 2024 Financials Date, 2.25:1.00 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.,

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the Restricted Subsidiaries to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness in excess of the Threshold Amount that is contractually subordinated in right of payment or lien to the Obligations (other than any Indebtedness by and among the Borrower and/or any of its Subsidiaries) with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”); provided, however, that the Borrower and the Restricted Subsidiaries may prepay, repurchase or redeem or otherwise defease Junior Indebtedness (i) in an aggregate amount from the Closing Date not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 2.02.00 to 1.0 1.01.00 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 1.01.00 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such 227 AMERICAS 122173769123894352 payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the Restricted Subsidiaries to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness Permitted Additional Debt that is subordinated in right of payment or lien to the Obligations or any Existing Notes with Stated Maturities beyond the Latest latest2014 Term Loan Maturity Date of any Credit Facility under the Agreement (the “Junior IndebtednessLimited Notes”), but in any event, in all cases, excluding any Existing Tender Offer Notes; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing on the date of such prepayment, repurchase, redemption or other defeasance or would result therefrom, the Borrower and the Restricted Subsidiaries may prepay, repurchase or redeem or otherwise defease Junior Indebtedness such Permitted Additional Debt or such Limited Notes (i) in an aggregate amount from the Closing Date, when aggregated with (A) the aggregate amount of dividends paid pursuant to Section 10.6(c) from the Closing Date and (B) all (I) Investments made pursuant to Section 10.5(v) and (II) loans and advances to any direct or indirect parent of the Borrower made pursuant to Section 10.5(m), not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) to the extent the Consolidated Secured Debt to Consolidated EBITDA Ratio is not greater than 5.0 to 1.0 on a Pro Forma Basis, to the making of such prepayment, repurchase, redemption or defeasance, the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) in the case of Permitted Additional Debt, with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, of other Permitted Additional Debt and (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent in the case of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice ifLimited Notes, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”compliance with Section 10.1(g), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless a Default or an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer. For the avoidance of doubt, nothing in this Section 10.7 shall restrict the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect of either the Borrower Senior Facility or any Refinanced Bridge Indebtedness Documentation in accordance with “Optional Interest Repayment” provisions thereof at the end of any accrued period ending after the fifth anniversary of the Closing Date.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the Restricted Subsidiaries to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness that is subordinated in right of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”); provided, however, that the Borrower and the Restricted Subsidiaries may prepay, repurchase or redeem or otherwise defease Junior Indebtedness (i) in an aggregate amount from the Closing Date not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30[ ]% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, voluntarily prepay, repurchase or repurchase, redeem or otherwise defease or make similar payments in respect of any Indebtedness that is subordinated in right of payment Material Junior Debt (any such payments, “Junior Debt Payments”) on or lien prior to the Obligations with Stated Maturities beyond date that occurs earlier than six months prior to the Latest Maturity Date stated maturity date thereof (the “Junior Indebtedness”); providedit being understood that payments of regularly scheduled interest, howeverfees, that the Borrower and the Restricted Subsidiaries may prepayexpenses, repurchase or redeem or otherwise defease Junior Indebtedness (i) in an aggregate amount from the Closing Date not in excess of the sum of (1) indemnification obligations and, so long as no Event of Default shall have occurred and be under Section 11.1 or Section 11.5 is continuing or would result therefrom, AHYDO Catch Up Payments shall be permitted); provided, however, the Borrower or any Restricted Subsidiary may prepay, repurchase, redeem, defease, acquire or otherwise make payments on any such Indebtedness (i) with the proceeds of any Permitted Refinancing Indebtedness in respect of such Indebtedness, (ii) by converting or exchanging any such Indebtedness to Capital Stock of Holdings or any of its Parent Entities and (iii) (A) the greater of so long as (x) $500,000,000 no Event of Default has occurred and is continuing or would result therefrom and (y) 30% of Consolidated EBITDA for after giving pro forma effect to such prepayment, repurchase, redemption, defeasance, acquisition or other payment, the most recently ended Test Period (calculated Borrower would be in compliance, on a Pro Forma Basis) and (B) additional unlimited amountspro forma basis, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not Debt to Consolidated EBITDA Ratio, calculated as of the last day of the Test Period most recently ended on or prior to the date of any such payment, as if such prepayment, repurchase, redemption, defeasance, acquisition or other payment and any other transactions being consummated in connection therewith occurred on the first day of such Test Period, of no greater than 2.0 5.20:1.00 after giving pro forma effect thereto, (B) in an aggregate amount not to 1.0 plus (2) exceed the Applicable Equity Available Amount at the time of such prepayment, repurchase, redemption redemption, defeasance, acquisition or other defeasance plus payment, so long as (3x) no Event of Default has occurred and is continuing or would result therefrom, (C) in an aggregate amount not to exceed the Applicable Available Equity Amount at the time of such prepayment, redemption, repurchase, redemption defeasance, acquisition or other defeasancepayment, provided (D) in an aggregate amount not to exceed the portion, if any, of the Restricted Payment Amount, on the relevant date of determination that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of the Borrower elects to apply pursuant to this clause (iiD), (E) any purchase, repurchase, redemption, defeasance or other acquisition or similar payment of Junior Debt Incurred pursuant to Section 10.1(j) (other than Indebtedness Incurred (I) to provide all or any portion of the definition funds utilized to consummate the transaction or series of Applicable Amountrelated transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Borrower or a Restricted Subsidiary or (II) otherwise in connection with or contemplation of such acquisition), so long as such purchase, repurchase, redemption, defeasance or other acquisition or similar payment is made or deposited with a trustee or other similar representative of the holders of such Junior Debt contemporaneously with, or substantially simultaneously with, the closing of the Acquisition under which such Junior Debt is Incurred, (AF) no Event any mandatory redemption, repurchase, retirement, termination or cancellation of Default shall have occurred Disqualified Capital Stock (to the extent such Disqualified Capital Stock constitutes Indebtedness and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) was Incurred in compliance with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (ivG) the payment, redemption, repurchase, retirement, termination or cancellation of Indebtedness within 60 days of the applicable date of the Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a the “Redemption Notice”), such payment, redemption, repurchase, retirement, retirement termination or cancellation would have complied with another provision of this Section 10.7, 10.7(a); provided that such payment, redemption, repurchase, retirement, retirement termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoingforegoing and for the avoidance of doubt, nothing in this Section 10.7 (a) shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) substantially concurrent transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving pro forma effect to such transfer.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease prior to its scheduled maturity any Permitted Additional Debt, any Material Indebtedness (other than the First Lien Exit Facility Indebtedness) or any other Indebtedness for borrowed money that is expressly subordinated in right of payment to or lien payment priority or is secured by a Junior Lien (or any Permitted Refinancing Indebtedness in respect thereof to the Obligations with Stated Maturities beyond extent constituting Other Debt) (such Permitted Additional Debt, Material Indebtedness (other than the Latest Maturity Date First Lien Exit Facility Indebtedness) or other Indebtedness or any Permitted Refinancing Indebtedness in respect thereof, “Other Debt”) (for the “Junior Indebtedness”avoidance of doubt, it being understood that payments of regularly-scheduled cash interest in respect of Other Debt and any AHYDO payments shall be permitted unless expressly prohibited by the terms of the documents governing any such subordination); provided, however, provided that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Junior Indebtedness prior to its scheduled maturity any Other Debt (other than, in the case of clause (iii) of this Section 10.7(a), the EHP Notes) (i) in an aggregate amount from exchange for or with the Closing Date 119 proceeds of any Permitted Refinancing Indebtedness, (ii) by converting or exchanging any Other Debt to Qualified Equity Interests, (iii) so long as, immediately after giving effect thereto on a pro forma basis, the Restricted Payment Conditions are satisfied, (iv) in exchange for or with proceeds of any Qualified Equity Interests within thirty (30) days of receipt of such proceeds, (v) owed to the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in excess the Intercompany Note or (vi) with respect to the EHP Notes, with the Net Cash Proceeds of the sum EHP Collateral so long as such payment is made within thirty (30) days of (1) the receipt of such proceeds; provided, further, that, after giving effect to any repayment of the Loans required in connection therewith, so long as no Event of Default shall have occurred and be continuing or would result therefromthen exists, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that any Guarantor may make mandatory prepayments in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) Other Debt with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of the disposition of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), assets that have been pledged to secure such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.Other Debt;

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease prior to its scheduled maturity any Permitted Additional Debt, 118 any Material Indebtedness or any other Indebtedness for borrowed money that is expressly subordinated in right of payment to or lien payment priority or is secured by a Junior Lien (or any Permitted Refinancing Indebtedness in respect thereof to the Obligations with Stated Maturities beyond extent constituting Other Debt) (such Permitted Additional Debt, Material Indebtedness or other Indebtedness or any Permitted Refinancing Indebtedness in respect thereof, “Other Debt”) (for the Latest Maturity Date (avoidance of doubt, it being understood that payments of regularly-scheduled cash interest in respect of Other Debt and any AHYDO payments shall be permitted unless expressly prohibited by the “Junior Indebtedness”terms of the documents governing any such subordination); provided, however, that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Junior Indebtedness prior to its scheduled maturity any Other Debt (i) in an aggregate amount from exchange for or with the Closing Date proceeds of any Permitted Refinancing Indebtedness, (ii) by converting or exchanging any Other Debt to Qualified Equity Interests, (iii) so long as, immediately after giving effect thereto on a pro forma basis, the Restricted Payment Conditions are satisfied, (iv) in exchange for or with proceeds of any Qualified Equity Interests within thirty (30) days of receipt of such proceeds or (v) owed to the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in excess the Intercompany Note; provided, further, that, after giving effect to any adjustment of the sum Borrowing Base made pursuant to Section 2.14(f) and any repayment of (1) the Loans required in connection therewith, so long as no Event of Default shall have occurred and be continuing or would result therefromthen exists, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that any Guarantor may make mandatory prepayments in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) Other Debt with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of the disposition of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), assets that have been pledged to secure such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.Other Debt;

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and the Borrower will not permit the any of its Restricted Subsidiaries to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness Permitted Additional Debt that is subordinated in right of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”)Obligations; provided, however, without limiting the prepayments, repurchases, redemptions and defeasances permitted pursuant to Section 10.1(z), that so long as no Default or Event of Default shall have occurred and be continuing at the date of such prepayment, repurchase, redemption or other defeasance or would result therefrom, the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or redeem or otherwise defease Junior Indebtedness such Permitted Additional Debt: (i) in an aggregate amount from the Closing Date, when aggregated with (A) the aggregate amount of dividends paid pursuant to Section 10.6(c) from the Closing Date and (B) all (I) Investments made pursuant to Section 10.5(s) and (II) loans and advances to any direct or indirect holding company of the Borrower made pursuant to Section 10.5(l), not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 125,000,000 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, repurchase or redemption or other defeasance plus (3) to the extent the Consolidated Total Debt to Consolidated EBITDA Ratio is not greater than 4.75 to 1.00, both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption, the Applicable Amount at the time of such prepayment, repurchase, redemption repurchase or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto)redemption; (ii) with the proceeds fromof other Permitted Additional Debt; and (iii) in any amount so long as, both immediately before and after giving effect to any such prepayment, repurchase, redemption or defeasance, the Consolidated Total Debt to Consolidated EBITDA Ratio is less than or equal to 2.50 to 1.00. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the prepayment, repurchase or redemption pursuant to this Section 10.7 is made from the proceeds of or in exchange for, for other Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted Indebtedness hereunder) and incurred by the Borrower or its Restricted Subsidiaries, such Indebtedness shall be subject to subordination provisions on terms at least as favorable to the Lenders as the Indebtedness being prepaid, repurchased, or redeemed. (ivc) within 60 days The Borrower will not waive, amend or modify any Permitted Additional Debt that is subordinated to the Obligations or any 2025 Notes, in each case, to the extent that any such waiver, amendment, or modification would be adverse to the Lenders in any material -139- respect. For avoidance of doubt, this Section 10.7 shall not limit or restrict the applicable Redemption Notice if, at the date of any payment, redemptionprepayment, repurchase, retirement, termination redemption or cancellation notice in respect thereof defeasance of the 2025 Notes. (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision d) For the avoidance of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoingdoubt, nothing in this Section 10.7 shall prohibit (A) restrict the repayment or prepayment making of intercompany subordinated any “AHYDO catch-up payment” in respect of any Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default permitted under Section 11.1 or 11.5 has occurred 10.1 and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment “AHYDO catch-up payment” shall not reduce the amounts otherwise available under Section 10.7(a)(i) above. Notwithstanding anything to the contrary herein, Section 10.7 shall not prohibit the consummation of any prepayment, repurchase, redemption or prepayment defeasance, if as of the date of the delivery of irrevocable and legally effective notice thereof, such prepayment, repurchase, redemption or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is defeasance would have been permitted by under this Section 10.1 after giving effect to such transfer.10.7. 10.8

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, voluntarily to prepay, repurchase or repurchase, redeem or otherwise defease any Subordinated Indebtedness (it being understood that is subordinated in right payments of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Indebtedness”regularly scheduled interest shall be permitted); provided, however, provided that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Junior any Subordinated Indebtedness (i) with the proceeds of any Permitted Refinancing Indebtedness in respect of such Indebtedness, (ii) by converting or exchanging any such Indebtedness to Qualified Capital Stock of the Borrower or any of its Parent Entities or (iii) in (A) an aggregate amount from the Closing Date not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) to exceed the greater of (x) $500,000,000 15,000,000 and (y) 3010.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and plus (B) additional unlimited amounts, provided that an amount equal to the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Available Amount at the time of such prepayment, repurchaseredemption, redemption repurchase or other defeasance plus (3) so long as in the Applicable Amount at the time case of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of this clause (iiB) (1) other than with respect to the use of the portion of the Available Amount attributable to clauses (iv), (vii) and (viii) of the definition of Applicable Amountthereof, (A) no Event of Default shall have has occurred and be is continuing or would result therefrom and (B2) other than with respect to the Consolidated Total Net Leverage Ratio is not greater than 4.50 use of the Starter Basket and the portion of the Available Amount attributable to 1.0 clauses (calculated iv), (vii) and (viii) of the definition thereof, the Borrower would be in compliance, on a Pro Forma Basis Basis, with a First Lien Secured Leverage Ratio of no greater than 3.50:1.0 after giving effect thereto); (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease prior to its scheduled maturity any Permitted Additional Debt or any other Indebtedness for borrowed money that is expressly subordinated in right of payment to or lien payment priority or is secured by a Junior Lien (or any Permitted Refinancing Indebtedness in respect thereof to the Obligations with Stated Maturities beyond the Latest Maturity Date extent constituting Junior Debt) (the such Permitted Additional Debt or other Indebtedness or any Permitted Refinancing Indebtedness in respect thereof, “Junior IndebtednessDebt”) (for the avoidance of doubt, it being understood that payments of regularly-scheduled cash interest in respect of Junior Debt and any AHYDO payments shall be permitted unless expressly prohibited by the terms of the documents governing such subordination); provided, however, that the Borrower and the or any Restricted Subsidiaries Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease prior to its scheduled maturity any Junior Indebtedness Debt (i) in an aggregate amount exchange for or with the proceeds of any Permitted Refinancing Indebtedness, (ii) by converting or exchanging any Junior Debt to Qualified Equity Interests, (iii) from and after the date that is twenty-four (24) months after the Closing Date Date, so long as, immediately after giving effect thereto on a Pro Forma Basis, the Restricted Payment Conditions are satisfied (it being understood, for the avoidance of doubt, that no prepayment, repurchase, redeemption or defeaseance prior to its scheduled maturity of any Junior Debt will be permitted to made on reliance of this clause (iii) until a date that is on or after twenty-four (24) months after the Closing Date), (iv) in exchange for or with proceeds of any Qualified Equity Interests within ninety (90) days of receipt of such proceeds or (v) owed to the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in excess the Intercompany Note; provided, further, that, after giving effect to any adjustment of the sum Borrowing Base made pursuant to Section 2.14(f) and any repayment of (1) the Loans required in connection therewith, so long as no Event of Default shall have occurred and be continuing or would result therefromthen exists, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase, redemption or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance, provided that any Restricted Subsidiary may make mandatory prepayments in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) Junior Debt with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying of the disposition of any assets that have been pledged to secure such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer.Debt;

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness that is subordinated in right of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Restricted Indebtedness”); provided, however, that (x) the Borrower and the any Restricted Subsidiaries Subsidiary may prepay, repurchase or redeem or otherwise defease Junior Restricted Indebtedness with the Net Cash Proceeds of Permitted Other Indebtedness that is unsecured or secured by a Lien ranking junior to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(b) and (y) the Borrower or Restricted Subsidiary may prepay, repurchase or redeem Restricted Indebtedness (i) in an aggregate amount from the 2014 July Repricing Effective Date, when aggregated with (A) the aggregate amount of dividends paid pursuant to Section 10.6(c) from the Original Closing Date (other than dividends paid pursuant to Section 10.6(c)(x) prior to March 31, 2015) and (B) all loans and advances to any direct or indirect parent of the Borrower made pursuant to Section 10.5(m) (in lieu of dividends permitted by Section 10.6(c)), not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, $400,000,000 plus (A2) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 Basis, to 1.0 the making of such prepayment, repurchase or redemption, the Applicable Amount at the time of such prepayment, repurchase or redemption; provided the use of such amounts in clauses (1) and (2) shall be subject to no Default or Event of Default having occurred and continuing at the date of such prepayment, repurchase, redemption or other defeasance or resulting therefrom, plus (23) the Applicable Equity Amount at the time of such prepayment, repurchaserepurchase or redemption; for the avoidance of doubt, redemption or other defeasance plus (3dividends paid in reliance on and in compliance with Section 10.6(c) the Applicable Amount at the time shall not retroactively cause any breach of such prepayment, repurchase, redemption or other defeasance, provided that this Section 10.7(a)(y)(i) in respect of any prepayments, repurchases or redemptions or defeasances made amounts previously prepaid in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect theretocompliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent Permitted Additional Debt. For the avoidance of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoingdoubt, nothing in this Section 10.7 shall prohibit restrict (Ai) any prepayment, repurchase, redemption or defeasance made after the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions Original Closing Date in connection with intercompany debt restructurings so long the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as such Indebtedness is permitted by Section 10.1 of the end of any accrual period ending after giving effect to such transfer.the fifth anniversary of the Original Closing Date or (iii) the prepayment, repurchase or redemption of the PIK Notes with the net proceeds of Additional 2018 New Dollar Term Loans. 153

Limitations on Debt Payments and Amendments. (a) The Borrower Neither PIK Holdco, Holdings nor the US Borrower, as applicable, will not, and will not permit the Restricted Subsidiaries to, voluntarily prepay, repurchase or redeem or otherwise defease any Subordinated Notes, any New Senior Notes, any PIK Notes, any PIK Refinancing Indebtedness or any PIK Refinancing Preferred Stock, as applicable (it being understood that is subordinated any payment of principal prior to May 15, 2011, in right the case of payment or lien to Subordinated Notes, August 15, 2011, in the Obligations with Stated Maturities beyond case of New Senior Notes, and November 20, 2011, in the Latest Maturity Date (the “Junior Indebtedness”case of PIK Notes, respectively, shall be deemed a prepayment for purposes of this Section 10.7); provided, however, that so long as no Default or Event of Default has occurred and is continuing, the US Borrower and the Restricted Subsidiaries may prepay, repurchase or redeem or otherwise defease Junior Indebtedness Subordinated Notes (ix) in for an aggregate amount from the Closing Date price not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Available Amount at the time of such prepayment, repurchase, redemption repurchase or other defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasanceredemption, provided that to the extent the Available Amount so utilized is attributable to Excess Cash Flow in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of accordance with clause (iia)(iii) of the definition of Applicable "Available Amount", the US Borrower applies an amount equal to the proceeds used for such prepayment, repurchase or redemption of Subordinated Notes to prepay Term Loans outstanding hereunder in accordance with Section 5.1 hereof on the date of any such prepayment, repurchase or redemption of Subordinated Notes (Aexcept to the extent that the US Borrower has already applied not less than 50.0% of the cumulative amount of Excess Cash Flow for all fiscal years completed after the Closing Date and prior to the date of such prepayment, repurchase or redemption of Subordinated Notes pursuant to Section 5.1 or Section 5.2 hereof) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (iiy) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness that (including under the Intercompany Subordinated Note1) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect (other than Permitted Additional Subordinated Notes) and (2) has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of the Subordinated Notes; provided, further, that so long as no Default or Event of Default has occurred and is continuing, PIK Holdco and Holdings may prepay, repurchase or redeem New Senior Notes, PIK Notes, PIK Refinancing Indebtedness and PIK Refinancing Preferred Stock, as applicable, (x) from the proceeds of Dividends received in accordance with Section 10.6(g) or (y) from the amount of any capital contributions (other than the Investor Equity Contribution, any PIK Proceeds Equity Contribution and any capital contributions the proceeds of which are applied as provided in the final proviso to this clause (a)) made in cash to PIK Holdco or Holdings from and including the Business Day immediately following the Closing Date through and including the date of such transferredemption, repurchase or retirement, including contributions with the proceeds from any issuance of equity securities by any of the Parent Companies or Holdings; and provided, further, that so long as no Default or Event of Default has occurred and is continuing, PIK Holdco and Holdings may prepay, repurchase or redeem PIK Notes and Permitted Additional PIK Notes in exchange for, or with the proceeds from the issuance of, any PIK Refinancing Indebtedness or PIK Refinancing Preferred Stock permitted under this Agreement.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, voluntarily prepay, repurchase or repurchase, redeem or otherwise defease or make similar payments in respect of any Indebtedness that is subordinated in right of payment Material Junior Debt (any such payments, “Junior Debt Payments”) on or lien prior to the Obligations with Stated Maturities beyond date that occurs earlier than six months prior to the Latest Maturity Date stated maturity date thereof (the “Junior Indebtedness”); providedit being understood that payments of regularly scheduled interest, howeverfees, that the Borrower and the Restricted Subsidiaries may prepayexpenses, repurchase or redeem or otherwise defease Junior Indebtedness (i) in an aggregate amount from the Closing Date not in excess of the sum of (1) indemnification obligations and, so long as no Event of Default shall have occurred and be under Section 12.1 or Section 12.5 is continuing or would result therefrom, AHYDO Catch Up Payments shall be permitted); provided, however, the Borrower or any Restricted Subsidiary may prepay, repurchase, redeem, defease, acquire or otherwise make payments on any such Indebtedness (i) with the proceeds of any Permitted Refinancing Indebtedness in respect of such Indebtedness, (ii) by converting or exchanging any such indebtedness to Capital Stock of Xxxxxxx Group and (iii) (A) the greater of so long as (x) $500,000,000 no Event of Default has occurred and is continuing or would result therefrom and (y) 30% of Consolidated EBITDA for after giving pro forma effect to such prepayment, repurchase, redemption, defeasance, acquisition or other payment, the most recently ended Test Period (calculated Borrower would be in compliance, on a Pro Forma Basis) and (B) additional unlimited amountspro forma basis, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not Debt to Consolidated EBITDA Ratio, calculated as of the last day of the Test Period most recently ended on or prior to the date of any such payment, as if such prepayment, repurchase, redemption, defeasance, acquisition or other payment and any other transactions being consummated in connection therewith occurred on the first day of such Test Period, of no greater than 2.0 4.50:1.00 after giving pro forma effect thereto, (B) in an aggregate amount not to 1.0 plus (2) exceed the Applicable Equity Available Amount at the time of such prepayment, repurchase, redemption redemption, defeasance, acquisition or other defeasance plus payment, so long as no Event of Default has occurred and is continuing or would result therefrom, (3C) in an aggregate amount not to exceed the Applicable Available Equity Amount at the time of such prepayment, redemption, repurchase, redemption defeasance, acquisition or other defeasancepayment, provided (D) in an aggregate amount not to exceed the portion, if any, of the Restricted Payment Amount, on the relevant date of determination that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of the Borrower elects to apply pursuant to this clause (iiD), (E) any purchase, repurchase, redemption, defeasance or other acquisition or similar payment of Junior Debt Incurred pursuant to Section 10.1(j) (other than Indebtedness Incurred (I) to provide all or any portion of the definition funds utilized to consummate the transaction or series of Applicable Amountrelated transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Borrower or a Restricted Subsidiary or (II) otherwise in connection with or contemplation of such acquisition), so long as such purchase, repurchase, redemption, defeasance or other acquisition or similar payment is made or deposited with a trustee or other similar representative of the holders of such Junior Debt contemporaneously with, or substantially simultaneously with, the closing of the Acquisition under which such Junior Debt is Incurred, (AF) no Event any mandatory redemption, repurchase, retirement, termination or cancellation of Default shall have occurred Disqualified Capital Stock (to the extent such Disqualified Capital Stock constitutes Indebtedness and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect thereto); (ii) was Incurred in compliance with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (ivG) the payment, redemption, repurchase, retirement, termination or cancellation of Indebtedness within 60 days of the applicable date of the Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a the “Redemption Notice”), such payment, redemption, repurchase, retirement, retirement termination or cancellation would have complied with another provision of this Section 10.7, 10.7(a); provided that such payment, redemption, repurchase, retirement, retirement termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoingforegoing and for the avoidance of doubt, nothing in this Section 10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) substantially concurrent transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving pro forma effect to such transfer.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness that is subordinated in right of payment or lien to the Obligations with Stated Maturities beyond the Latest Maturity Date (the “Junior Restricted Indebtedness”); provided, however, that (x) the Borrower and the any Restricted Subsidiaries Subsidiary may prepay, repurchase or redeem or otherwise defease Junior Restricted Indebtedness with the Net Cash Proceeds of Permitted Other Indebtedness that is unsecured or secured by a Lien ranking junior to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(b) and (y) the Borrower or Restricted Subsidiary may prepay, repurchase or redeem Restricted Indebtedness (i) in an aggregate amount from the 2014 July Repricing Effective Date, when aggregated with (A) the aggregate amount of dividends paid pursuant to Section 10.6(c) from the Original Closing Date (other than dividends paid pursuant to Section 10.6(c)(x) prior to March 31, 2015) and (B) all loans and advances to any direct or indirect parent of the Borrower made pursuant to Section 10.5(m) (in lieu of dividends permitted by Section 10.6(c)), not in excess of the sum of (1) so long as no Event of Default shall have occurred and be continuing or would result therefrom, $400,000,000 plus (A2) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 Basis, to 1.0 the making of such prepayment, repurchase or redemption, the Applicable Amount at the time of such prepayment, repurchase or redemption; provided the use of such amounts in clauses (1) and (2) shall be subject to no Default or Event of Default having occurred and continuing at the date of such prepayment, repurchase, redemption or other defeasance or resulting therefrom, plus (23) the Applicable Equity Amount at the time of such prepayment, repurchaserepurchase or redemption; for the avoidance of doubt, redemption or other defeasance plus (3dividends paid in reliance on and in compliance with Section 10.6(c) the Applicable Amount at the time shall not retroactively cause any breach of such prepayment, repurchase, redemption or other defeasance, provided that this Section 10.7(a)(y)(i) in respect of any prepayments, repurchases or redemptions or defeasances made amounts previously prepaid in reliance of clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a Pro Forma Basis after giving effect theretocompliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent Permitted Additional Debt. For the avoidance of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoingdoubt, nothing in this Section 10.7 shall prohibit restrict (Ai) any 156 prepayment, repurchase, redemption or defeasance made after the repayment or prepayment of intercompany subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions Original Closing Date in connection with intercompany debt restructurings so long the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as such Indebtedness is permitted by Section 10.1 of the end of any accrual period ending after giving effect to such transferthe fifth anniversary of the Original Closing Date or (iii) the prepayment, repurchase or redemption of the PIK Notes with the net proceeds of Additional 2018 New Dollar Term Loans.

Limitations on Debt Payments and Amendments. (a) The U.S. Parent Borrower will not, and will not permit the any Restricted Subsidiaries Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease any Indebtedness that is subordinated in right of payment or lien acquire prior to the Obligations with Stated Maturities beyond scheduled maturity thereof the Latest Maturity Date Subordinated Notes or any other Subordinated Indebtedness (the collectively, “Junior Indebtedness”); provided, however, that the Borrower and the Restricted Subsidiaries may prepay, repurchase or redeem or otherwise defease Junior Indebtedness (i) in an aggregate amount from the Closing Date not in excess of the sum of (1) except so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, (A) the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) additional unlimited amounts, provided that the Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 1.0 plus (2) the Applicable Equity Amount at the time date of such prepayment, repurchase, redemption or other defeasance plus or would result therefrom: (3i) the Applicable Amount U.S. Parent Borrower or any Restricted Subsidiary may prepay, repurchase or redeem Junior Indebtedness with the proceeds of Indebtedness permitted by Section 9.1(i) or (m), (ii) any other prepayment of Junior Indebtedness; provided that at the time of such prepayment, repurchase, redemption or other defeasance, provided that in respect of any prepayments, repurchases or redemptions or defeasances made in reliance of prepayment pursuant to the foregoing clause (ii) of the definition of Applicable Amount, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Consolidated Total Net Leverage Ratio is not greater than 4.50 to 1.0 (calculated on a after giving Pro Forma Basis after giving effect Effect thereto); (ii) with , the proceeds from, or in exchange for, Indebtedness permitted under Section 10.1, (iii) by converting, exchanging, redeeming, repaying or prepaying such Junior Indebtedness into, for or with, as applicable, Stock or Stock Equivalents of any direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder) and (iv) within 60 days of the applicable Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (each, a “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 10.7, provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provisionPayment Conditions are satisfied. Notwithstanding the foregoing, nothing in this Section 10.7 9.7 shall prohibit (Ax) the repayment or prepayment of intercompany subordinated Subordinated Indebtedness (including under the Intercompany Subordinated Note) owed among the Borrower Borrowers and/or the Restricted Subsidiaries, in either case unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuing and the any Borrower has received a written notice from the Collateral Trustee or Collateral Agent instructing it not to make or permit any such repayment or prepayment or (By) transfers the conversion of credit positions in connection Junior Indebtedness into Qualified Equity Interests or Stock or Stock Equivalents of any U.S. Parent Borrower or direct or indirect parent company of the U.S. Parent Borrower (or the repayment or prepayment of Junior Indebtedness with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transferthe proceeds thereof).