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 any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted Indebtedness; provided, however, that (x) the Borrower and any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; 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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds of Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 of the end of any accrual period ending after 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. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any the Restricted Subsidiary Subsidiaries to, voluntarily prepay, repurchase or redeem or otherwise defease any Restricted 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 (x) the Borrower and any the Restricted Subsidiary Subsidiaries may prepay, repurchase or redeem or otherwise defease 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 Junior 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, (A) the greater of (x) $400,000,000 plus 500,000,000 and (2y) if 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 with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 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 1.0 plus (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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase repurchase, redemption or redemption; for other defeasance plus (3) the avoidance Applicable Amount at the time of doubtsuch prepayment, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) repurchase, redemption or other defeasance, provided that in respect of amounts previously prepaid any prepayments, repurchases or redemptions or defeasances made in compliance with this Section 10.7(a)(y)(ireliance 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); 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 Permitted Additional Debtany 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. For Notwithstanding the avoidance of doubtforegoing, nothing in this Section 10.7 shall restrict prohibit (iA) 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 prepayment, repurchase, redemption such repayment or defeasance made after the Original Closing Date prepayment or (B) transfers of credit positions in connection with 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 intercompany debt restructurings so long as of the end of any accrual period ending such Indebtedness is permitted by Section 10.1 after 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 Loansgiving effect to such transfer. (b) The Borrower will not, and will not permit to the Restricted Subsidiaries to waive, amend, modifyor modify any Indebtedness with a principal amount in excess of $300,000,000 that is subordinated in right of payment to the Obligations, terminate or release any Restricted Indebtedness in each case, that to the extent that any such waiver, amendment, amendment or modification, termination or release taken as a whole, would be adverse to the Lenders in any material respect.respect other than in connection with (i) a refinancing or replacement of such Indebtedness permitted hereunder or (ii) in a manner expressly permitted by, or not prohibited under, the applicable intercreditor or subordination terms or agreement(s) governing the relationship between the Lenders, on the one hand, and the lenders or purchasers of the applicable subordinated Indebtedness, on the other hand; and (c) Prior The Borrower and its Restricted Subsidiaries may make AHYDO Catch-Up Payments relating to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose Indebtedness of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any its Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredSubsidiaries.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted IndebtednessSenior Notes, Senior Interim Loans, Senior Subordinated Notes, Senior Subordinated Interim Loans, Permitted Additional Debt or any Permitted Other Indebtedness incurred pursuant to Section 10.1(bb)(i)(b); provided, however, that (x) the Borrower and any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease Restricted Indebtedness 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 Restricted 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 2014 July Repricing Effective Original Closing 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; provided that to the use of such amounts in clauses extent that the Indebtedness being prepaid, repurchased, redeemed or otherwise defeased pursuant to this clause (1i) comprises Senior Subordinated Notes 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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemptionredemption 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; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) in the case of Senior Notes with the proceeds of Senior Notes described in clause (b) of the definition thereof; (iii) in the case of Senior Subordinated Notes, with the proceeds of Senior Subordinated Notes described in clause (b) of the definition thereof, (iv) in the case of Senior Interim Loans with the proceeds of Senior Notes described in clause (a) of the definition thereof, (v) in the case of Senior Subordinated Interim Loans, with the proceeds of Senior Subordinated Notes described in clause (a) of the definitions thereof ; (vi) in the case of Permitted Additional Debt, with the proceeds of other Permitted Additional Debt and (vii) in the case of Permitted Other Indebtedness incurred pursuant to Section 10.1(bb)(i)(b), with the proceeds of Permitted Additional DebtOther Indebtedness that is unsecured or that is secured by a Lien ranking junior to the Lien securing the Obligations. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, 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 of the end of any accrual period ending after 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 LoansDate. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness Senior Notes, Senior Interim Loans, Senior Subordinated Notes, Senior Subordinated Interim Loans or Permitted Additional Debt to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease the Senior Interim Loans, the Senior Notes, any Restricted IndebtednessPermitted Second Lien Debt or any Permitted Additional Debt comprised of senior subordinated or subordinated Indebtedness (it being understood that payments of regularly scheduled cash interest in 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 (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Restricted Indebtedness the Senior Interim Loans, the Senior Notes, any Permitted Second Lien Debt or any such Permitted Additional Debt (A) with the Net Cash Proceeds proceeds of any Permitted Other Refinancing Indebtedness that is unsecured (including, in the case of the Senior Interim Loans, with the proceeds of any Senior Notes), (B) by converting or secured by a exchanging the Senior Interim Loans, the Senior Notes, any Permitted Second Lien ranking junior Debt or any such Permitted Additional Debt to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(bStock (other than Disqualified Stock) and (y) of 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 any 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 its direct or indirect parent of the Borrower made pursuant to Section 10.5(mor (C) (in lieu of dividends permitted by Section 10.6(c))so long as, not in excess of the sum of after giving Pro Forma Effect thereto, (1) $400,000,000 plus no Event of Default has occurred and is continuing and (2) if Liquidity is not less than 10% of the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, then effective Borrowing Base (on a Pro Forma Basis, Basis after giving effect to 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 defeasance); (b) The Borrower will not amend or resulting therefrommodify the Senior Interim Loan Agreement, plus (3) the Applicable Equity Amount at Senior Notes Indenture, the time of such prepayment, repurchase Permitted Second Lien Debt Documents or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause documentation governing any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds of senior subordinated or subordinated Permitted Additional Debt. For Debt or the terms applicable thereto to the extent that any such amendment or modification, taken as a whole, would be adverse to the Lenders in any material respect; and (c) Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section 10.7 shall restrict prohibit (i) the repayment or prepayment of intercompany subordinated Indebtedness owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default has occurred and is continuing and the Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making substantially concurrent transfers of any prepayment of accrued but unpaid interest and/or original issue discount credit positions in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance connection with the “Optional Interest Repayment” provisions thereof intercompany debt restructurings so long as of the end of any accrual period ending such Indebtedness is permitted by Section 10.1 after the fifth anniversary of the Original Closing Date giving effect to such transfer or (iii) the prepayment, repurchase repurchase, redemption or redemption other defeasance of the PIK Notes Senior Interim Loans, the Senior Notes, any Permitted Second Lien Debt or any Permitted Additional Debt comprised of senior subordinated or subordinated Indebtedness with an aggregate amount not to exceed the Applicable Equity Amount (with the net proceeds Applicable Equity Amount being re-computed as of Additional 2018 New Dollar Term Loans. the last day of the most recently ended Test Period as if (bi) The Borrower will such prepayment, repurchase, redemption or other defeasance had occurred on the first day of such Test Period and (ii) the amount of any Cure Amount made during such Test Period were not waive, amend, modify, terminate or release any Restricted Indebtedness made to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (iA) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such Applicable Equity Amount after making the proposed prepayment, repurchase, redemption, redemption or other defeasance is less than or acquisition) equal to the amount of such Cure Amount and (bB) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) Cure Amount was necessary for the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued be in any manner inconsistent compliance on a Pro Forma Basis with the terms Financial Performance Covenant) at the time of Section 2.15(a)such prepayment, 10.1(cc) repurchase, redemption or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurreddefeasance.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted Subordinated Indebtedness; provided, however, that (x) so long as no Default or Event of Default has occurred and is continuing, the Borrower and or any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease 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 Subordinated Indebtedness (ix) in for 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)), price not in excess of the sum of (1) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; provided redemption or (y) with the use proceeds of such amounts in clauses Subordinated Indebtedness that (1) is permitted by Section 10.1 (other than Section 10.1(A)(n)) and (2) shall be subject has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of such Subordinated Indebtedness being refinanced; provided that so long as no Default or Event of Default having has occurred and is continuing at and the date of such prepaymentBorrower shall be in compliance, repurchaseon a pro forma basis, redemption or other defeasance or resulting therefrom, plus (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds of Permitted Additional Debt. For covenants set forth in Section 11, the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) Borrower or any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making of Restricted Subsidiary may defease 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 of the end of any accrual period ending after 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 LoansSubordinated Indebtedness within one year from final maturity. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Subordinated Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiary to, Subsidiaries to prepay, repurchase or repurchase, redeem or otherwise defease any Restricted IndebtednessSubordinated Indebtedness (it being understood that payments of regularly scheduled interest shall be permitted); provided, however, provided that (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease 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 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 not to exceed the 2014 July Repricing Effective Date, when aggregated with sum of (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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; 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 (3) the Applicable Available Equity Amount at the time of such prepayment, redemption, repurchase or redemption; for defeasance plus (B) the avoidance greater of doubt, dividends paid in reliance on and in compliance with Section 10.6(c(x) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); $25,000,000 and (iiy) with the proceeds 0.7% of Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict Consolidated Total Assets (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 measured as of the end of any accrual period ending after the fifth anniversary of the Original Closing Date or (iii) the date such prepayment, redemption, repurchase or redemption 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 PIK Notes 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 net proceeds Available Amount at the time of Additional 2018 New Dollar Term Loanssuch prepayment, redemption, repurchase or defeasance plus (D) the Remaining Dividends Amount at the time of such prepayment, redemption, repurchase or defeasance. (b) The Borrower will not, and will not permit any of the Restricted Subsidiaries to waive, amend, modify, terminate or release any Restricted Subordinated Indebtedness Documentation to the extent that any such waiver, amendment, modification, termination or release release, taken as a whole, would be adverse to the Lenders in any material respect. (c) Prior to Notwithstanding the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) foregoing and for the purpose avoidance of consummating a Permitted Debt Exchangedoubt, nothing in this Section 10.7 shall prohibit (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem repayment or otherwise defease or acquire any Permitted Debt Exchange Notes unless prepayment of intercompany subordinated Indebtedness owed among the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among and/or the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchangedRestricted Subsidiaries, in either case unless an amount not less than the product Event of (a) a fraction, the numerator of which Default has occurred and is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired continuing and the denominator Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment or (ii) substantially concurrent transfers of which credit positions in connection with intercompany debt restructurings so long as such Indebtedness is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to permitted by Section 10.1 after giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredtransfer.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, prepay, repurchase or repurchase, redeem or otherwise defease or make similar payments in respect of any Restricted IndebtednessMaterial Junior Debt (any such payments, “Junior Debt Payments”) on or prior to the date that occurs earlier than six months prior to the stated maturity date thereof (it being understood that payments of regularly scheduled interest, fees, expenses, indemnification obligations and, so long as no Event of Default under Section 11.1 or Section 11.5 is continuing or would result therefrom, AHYDO Catch Up Payments shall be permitted); provided, however, that (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or redeem repurchase, redeem, defease, acquire or otherwise defease Restricted make payments on any such Indebtedness (i) with the Net Cash Proceeds proceeds of any Permitted Other Refinancing Indebtedness that 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) so long as (x) no Event of Default has occurred and is unsecured continuing or secured by a Lien ranking junior to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(b) 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 Restricted Subsidiary may prepayprior to the date of any such payment, repurchase as if such prepayment, repurchase, redemption, defeasance, acquisition or redeem Restricted Indebtedness other payment and any other transactions being consummated in connection therewith occurred on the first day of such Test Period, of no greater than 4.70:1.00 after giving pro forma effect thereto, (iB) in an aggregate amount from not to exceed 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption, the Applicable Available Amount at the time of such prepayment, repurchase repurchase, redemption, defeasance, acquisition or redemption; provided the use of such amounts in clauses other payment, so long as (1x) and (2) shall be subject to no Default or Event of Default having has occurred and is continuing at the date of such prepayment, repurchase, redemption or other defeasance or resulting would result therefrom, plus (3C) in an aggregate amount not to exceed the Applicable Available Equity Amount at the time of such prepayment, repurchase redemption, repurchase, defeasance, acquisition or other payment, (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), (E) any purchase, repurchase, redemption; for , 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 avoidance funds utilized to consummate the transaction or series of doubtrelated 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), dividends paid in reliance on 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, (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 compliance with Section 10.6(c10.1, and (G) shall not retroactively cause the payment, redemption, repurchase, retirement, termination or cancellation of Indebtedness within 60 days of the date of the Redemption Notice if, at the date of any breach payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (the “Redemption Notice”), such payment, redemption, repurchase, retirement termination or cancellation would have complied with another provision of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i10.7(a); provided that such payment, redemption, repurchase, retirement termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing and (ii) with the proceeds of Permitted Additional Debt. For for the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date prohibit substantially concurrent transfers of credit positions in connection with 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 intercompany debt restructurings so long as of the end of any accrual period ending such Indebtedness is permitted by Section 10.1 after 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 Loansgiving pro forma effect to such transfer. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify any term or condition in any Junior Debt Documentation to the terms extent that any such waiver, amendment or modification, taken as a whole, would be materially adverse to the interests of the Lenders. For purposes of determining compliance with this Section 10.7, (A) Junior Debt Payments need not be made solely by reference to one category of Junior Debt Payments permitted by this Section 10.7 but are permitted to be made in part under any combination thereof and of any Permitted other available exemption, (B) in the event that any Junior Debt Exchange Notes Payment (or any indenture pursuant to which portion thereof) meets the criteria of one or more of the categories of Junior Debt Payments permitted by this Section 10.7, the Borrower shall, in its sole discretion, classify or reclassify such Permitted Junior Debt Exchange Notes have been issued Payment (or any portion thereof) in any manner inconsistent with that complies the terms definition thereof and (C) in the event that a portion of any Junior Debt Payment could be classified as having been made pursuant to Section 2.15(a10.7(a)(iii) above (giving pro forma effect to the making of such Junior Debt Payment), 10.1(ccthe Borrower, in its sole discretion, may classify such portion of such Junior Debt Payments as having been made pursuant to Section 10.7(a)(iii) above and thereafter the remainder of such Junior Debt Payment or as having been made pursuant to one or more of the definition other clauses of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredthis Section 10.7.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any the Restricted Subsidiary Subsidiaries to, prepay, repurchase or redeem or otherwise defease any Restricted IndebtednessPermitted Additional Debt that is subordinated to the Obligations or any Existing Notes with Stated Maturities beyond the latest Maturity Date of any Credit Facility under the Agreement (the “Limited Notes”), but in any event, in all cases, excluding any Existing Tender Offer Notes; provided, however, that (x) 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 any the Restricted Subsidiary Subsidiaries may prepay, repurchase or redeem or otherwise defease Restricted Indebtedness with the Net Cash Proceeds of such Permitted Other Indebtedness that is unsecured Additional Debt 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 such Limited Notes (i) in an aggregate amount from the 2014 July Repricing Effective Closing 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 (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) (in lieu of dividends permitted by Section 10.6(c)), not in excess of the sum of (1) $400,000,000 500,000,000 plus (2) if the Borrower shall be in compliance with Applicable Equity Amount at the Senior time of such prepayment, repurchase, redemption or other defeasance plus (3) to the extent the Consolidated Secured Leverage Test, both before and after giving effect, 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 repurchase, redemption or redemptiondefeasance, 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 therefromdefeasance; (ii) in the case of Permitted Additional Debt, plus with the proceeds of other Permitted Additional Debt and (3iii) in the Applicable Equity Amount at case of the time of such prepaymentLimited Notes, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of 10.1(g). Notwithstanding the foregoing, nothing in this Section 10.7(a)(y)(i10.7 shall prohibit (A) the repayment or prepayment of intercompany subordinated Indebtedness owed among the Borrower and/or the Restricted Subsidiaries, in respect either case unless a Default or an Event of amounts previously prepaid Default has occurred and is continuing and the Borrower has received a notice from the Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in compliance connection with this intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.7(a)(y)(i); and (ii) with the proceeds of Permitted Additional Debt10.1 after giving effect to such transfer. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect of either the Borrower Senior Interim PIK Loans and/or the PIK Notes Facility or any Refinanced Bridge Indebtedness Documentation in accordance with the “Optional Interest Repayment” provisions thereof as of at the end of any accrual accrued period ending after 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 LoansDate. (b) The Borrower will not, and will not permit to the Restricted Subsidiaries to waive, amend, modify, terminate or release any Restricted Indebtedness Permitted Additional Debt that is subordinated to the Obligations, any Limited Notes or the Borrower Senior Interim Loan Agreement, in each case, that to the extent that any such waiver, amendment, modification, termination or release release, taken as a whole, would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, prepay, repurchase or repurchase, redeem or otherwise defease or make similar payments in respect of any Restricted IndebtednessJunior Debt prior to its stated maturity (it being understood that payments of regularly scheduled interest, fees, expenses, indemnification obligations and, so long as no Event of Default under Section 11.1 or 11.5 is continuing or would result therefrom, AHYDO Catch-Up Payments shall be permitted); provided, however, that (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or redeem repurchase, redeem, defease, acquire or otherwise defease Restricted make payments on any such Indebtedness (i) with the Net Cash Proceeds proceeds of any Permitted Other Refinancing Indebtedness that 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) so long as (x) no Event of Default has occurred and is unsecured continuing or secured by a Lien ranking junior to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(b) 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 Restricted Subsidiary may prepayprior to the date of any such payment, repurchase as if such prepayment, repurchase, redemption, defeasance, acquisition or redeem Restricted Indebtedness 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 after giving pro forma effect thereto, (iB) in an aggregate amount from not to exceed 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption, the Applicable Available Amount at the time of such prepayment, repurchase repurchase, redemption, defeasance, acquisition or redemption; provided the use of such amounts in clauses other payment, so long as (1x) and (2) shall be subject to no Default or Event of Default having has occurred and is continuing at 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 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, redemption defeasance, acquisition or other defeasance payment, as if such prepayment, repurchase, redemption, defeasance, acquisition or resulting therefromother payment and any other transactions being consummated in connection therewith occurred on the first day of such Test Period, plus of no less than 2.00:1.00, (3C) in an aggregate amount not to exceed the Applicable Available Equity Amount at the time of such prepayment, repurchase redemption, repurchase, defeasance, acquisition or other payment, (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), (E) any purchase, repurchase, redemption; for , 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 avoidance funds utilized to consummate the transaction or series of doubtrelated 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), dividends paid 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 and (F) the payment, redemption, repurchase, retirement, termination or cancellation of Indebtedness within 60 days of the date of the Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in reliance on and in compliance respect thereof (the “Redemption Notice”), such payment, redemption, repurchase, retirement termination or cancellation would have complied with Section 10.6(c) shall not retroactively cause any breach another provision of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i10.7(a); provided that such payment, redemption, repurchase, retirement termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing and (ii) with the proceeds of Permitted Additional Debt. For for the avoidance of doubt, nothing in this Section 10.7 shall restrict prohibit (i) any the repayment, prepayment, repurchase, redemption or defeasance made after other payment of intercompany subordinated Indebtedness owed among the Original Closing Date Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default has occurred and is continuing and the Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment or (ii) substantially concurrent transfers of credit positions in connection with 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 intercompany debt restructurings so long as of the end of any accrual period ending such Indebtedness is permitted by Section 10.1 after 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 Loansgiving pro forma effect to such transfer. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any term or condition in any Subordinated Indebtedness Documentation (or, in each case, any documentation governing any Permitted Debt Exchange Notes Refinancing Indebtedness in respect thereof) to the extent that any such waiver, amendment or any indenture pursuant modification, taken as a whole, would be materially adverse to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms interests of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredLenders.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, prepay, repurchase or repurchase, redeem or otherwise defease or make similar payments in respect of any Restricted IndebtednessJunior Debt prior to its stated maturity (it being understood that payments of regularly scheduled interest, fees, expenses, indemnification obligations and, so long as no Event of Default under Section 11.1 or 11.5 is continuing or would result therefrom, AHYDO Catch-Up Payments shall be permitted); provided, however, that (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or redeem repurchase, redeem, defease, acquire or otherwise defease Restricted make payments on any such Indebtedness (i) with the Net Cash Proceeds proceeds of any Permitted Other Refinancing Indebtedness that 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) so long as (x) no Event of Default has occurred and is unsecured continuing or secured by a Lien ranking junior to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(b) 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 Restricted Subsidiary may prepayprior to the date of any such payment, repurchase as if such prepayment, repurchase, redemption, defeasance, acquisition or redeem Restricted Indebtedness other payment and any other transactions being consummated in connection therewith occurred on the first day of such Test Period, of no greater than 4.25:1.00 after giving pro forma effect thereto, (iB) in an aggregate amount from not to exceed 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption, the Applicable Available Amount at the time of such prepayment, repurchase repurchase, redemption, defeasance, acquisition or redemption; provided the use of such amounts in clauses (1) and (2) shall be subject to other payment, so long as no Default or Event of Default having has occurred and is continuing at the date of such prepayment, repurchase, redemption or other defeasance or resulting would result therefrom, plus (3C) in an aggregate amount not to exceed the Applicable Available Equity Amount at the time of such prepayment, repurchase redemption, repurchase, defeasance, acquisition or other payment, (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), (E) any purchase, repurchase, redemption; for , 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 avoidance funds utilized to consummate the transaction or series of doubtrelated 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), dividends paid in reliance on 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, (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 compliance with Section 10.6(c10.1, (G) shall not retroactively cause [reserved] and (H) the payment, redemption, repurchase, retirement, termination or cancellation of Indebtedness within 60 days of the date of the Redemption Notice if, at the date of any breach payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (the “Redemption Notice”), such payment, redemption, repurchase, retirement termination or cancellation would have complied with another provision of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i10.7(a); provided that such payment, redemption, repurchase, retirement termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing and (ii) with the proceeds of Permitted Additional Debt. For for the avoidance of doubt, nothing in this Section 10.7 shall restrict prohibit (i) any the repayment, prepayment, repurchase, redemption or defeasance made after other payment of intercompany subordinated Indebtedness owed among the Original Closing Date Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default has occurred and is continuing and the Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment or (ii) substantially concurrent transfers of credit positions in connection with 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 intercompany debt restructurings so long as of the end of any accrual period ending such Indebtedness is permitted by Section 10.1 after 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 Loansgiving pro forma effect to such transfer. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any term or condition in any Subordinated Indebtedness Documentation (or, in each case, any documentation governing any Permitted Debt Exchange Notes Refinancing Indebtedness in respect thereof) to the extent that any such waiver, amendment or any indenture pursuant modification, taken as a whole, would be materially adverse to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms interests of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredLenders.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, optionally prepay, repurchase or redeem or otherwise defease the Senior Notes or any Restricted IndebtednessPermitted Additional Debt comprised of senior subordinated or subordinated Indebtedness (it being understood that payments of regularly scheduled cash interest in respect of, and payment of principal on the scheduled maturity date of, the Senior Notes or such Permitted Additional Debt shall be permitted); provided, however, that (x) the Borrower and any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease 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 any Subsidiary may optionally prepay, repurchase repurchase, redeem or redeem Restricted Indebtedness (i) in an aggregate amount from defease the 2014 July Repricing Effective Date, when aggregated with Senior Notes or any such Permitted Additional Debt (A) with the aggregate amount proceeds of dividends paid pursuant any Permitted Refinancing Indebtedness, (B) by converting or exchanging the Senior Notes or any such Permitted Additional Debt to Section 10.6(c) from the Original Closing Date Stock (other than dividends paid pursuant Disqualified Stock) of the Borrower or any of its direct or indirect parent or (C) so long as, after giving pro forma effect thereto, (1) no Event of Default has occurred and is continuing and (2) (A) during a Borrowing Base Trigger Period, the Available Revolving Commitment is not less than 10% of the then effective Revolving Loan Limit (on a pro forma basis after giving effect to Section 10.6(c)(x) prior to March 31such prepayment, 2015repurchase, redemption or defeasance) 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))during an Investment Grade Period, not in excess of the sum of (1) $400,000,000 plus (2) if the Borrower shall be in compliance on a pro forma basis with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, to Financial Performance Covenants as such covenants are re-computed as of the making last day of the most recently ended Test Period as if such prepayment, repurchase repurchase, redemption or redemption, defeasance had been effected on the Applicable Amount at the time first day of such Test Period after giving effect to such prepayment, repurchase repurchase, redemption or redemptiondefeasance); (b) The Borrower will not amend or modify the Senior Notes Documents or the documentation governing any senior subordinated or subordinated Permitted Additional Debt or the terms applicable thereto to the extent that (i) any such amendment or modification, taken as a whole, would be adverse to the Lenders in any material respect or (ii) the provisions of the Senior Notes Documents or the documentation governing any senior subordinated or subordinated Permitted Additional Debt, as so amended or modified, would not be permitted to be included in the documentation governing any senior subordinated or subordinated Permitted Additional Debt that was issued at such time; provided and (c) Notwithstanding the use foregoing and for the avoidance of such amounts doubt, nothing in clauses (1) and (2) this Section 11.7 shall be subject to no Default prohibit the repayment or prepayment of intercompany subordinated Indebtedness owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default having has occurred and is continuing at and the date Borrower has received a notice from the Administrative Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment, (i) substantially concurrent transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 11.1 after giving effect to such transfer or (ii) the prepayment, repurchase, redemption or other defeasance of the Senior Notes or any Permitted Additional Debt comprised of senior subordinated or subordinated Indebtedness with an aggregate amount not to exceed the Applicable Equity Amount (with the Applicable Equity Amount being re-computed as of the last day of the most recently ended Test Period as if such prepayment, repurchase, redemption or other defeasance or resulting therefrom, plus (3) had occurred on the Applicable Equity Amount at the time first day of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(iTest Period); and (ii) with the proceeds of Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 of the end of any accrual period ending after 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. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Parent Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease or acquire prior to the scheduled maturity thereof any Restricted Subordinated Indebtedness, Retained Indebtedness (except as permitted in clause (b) below) or Permitted Junior Lien Debt (collectively, “Junior Indebtedness”); provided, however, that (x) the Parent Borrower and or any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease Restricted Junior Indebtedness with so long as each of the Net Cash Proceeds of Permitted Other Indebtedness that Payment Conditions is unsecured or secured by a Lien ranking junior to satisfied. Notwithstanding the Lien securing the Obligations incurred foregoing, nothing in accordance with this 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 10.7 shall prohibit (A) the aggregate amount repayment or prepayment of dividends paid intercompany Subordinated Indebtedness owed among the Parent Borrower and, the Restricted Subsidiaries, in either case unless an Event of Default has occurred and is continuing and the Parent Borrower has received a notice from the Collateral Agent instructing it not to make or permit any such repayment or prepayment, or (B) transfers of creditor positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfers 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). (b) Except as permitted pursuant to Section 10.6(cclause (a) from above, the Parent Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, or redeem or otherwise defease or acquire any Retained Indebtedness (other than pursuant to any tender offer in effect on the Original Closing Date (other than dividends paid pursuant or such later date as may be necessary to Section 10.6(c)(xeffect the Debt Repayment) prior to March 31the stated final maturity date thereof (as in effect on the Closing Date); provided, 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))however, not in excess of the sum of (1) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; provided the use of such amounts in clauses (1) and (2) shall be subject to that so long as no Default or Event of Default having shall have occurred and be continuing at the date of such prepayment, repurchase, redemption or other defeasance or resulting acquisition or would result therefrom, plus (3i) Retained Indebtedness may be refinanced with the Applicable Equity Amount at the time proceeds of refinancing Indebtedness with respect to such prepaymentRetained Indebtedness that is permitted under Section 10.1(g), repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with notwithstanding the proceeds foregoing, Retained Indebtedness may be prepaid, repurchased, redeemed or defeased at any time prior to its stated maturity so long as each of Permitted Additional Debt. For the avoidance Payment Conditions is satisfied (it being understood and agreed that, if an irrevocable notice or contractual obligation is given, made or arises in respect of doubt, nothing in this Section 10.7 shall restrict (i) any such prepayment, repurchase, redemption or defeasance made after defeasance, the Original Closing Date in connection with foregoing conditions only need to be satisfied at the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect time of the Senior Interim PIK Loans and/or the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as giving of the end of such irrevocable notice or entering into (or effectiveness of) any accrual period ending after 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 Loanssuch contractual obligations). (bc) The Parent Borrower will not waive, amend, modify, terminate or release any Restricted Junior Indebtedness or any Retained Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted IndebtednessSenior Notes, Senior Interim Loans, Senior Subordinated Notes, Senior Subordinated Interim Loans, Permitted Additional Debt or any Permitted Other Indebtedness incurred pursuant to Section 10.1(bb)(i)(b); provided, however, that (x) the Borrower and any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease Restricted Indebtedness 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 Restricted 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 2014 July Repricing Effective Original Closing 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; provided that to the use of such amounts in clauses extent that the Indebtedness being prepaid, repurchased, redeemed or otherwise defeased pursuant to this clause (1i) comprises Senior Subordinated Notes 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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemptionredemption 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; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) in the case of Senior Notes with the proceeds of Senior Notes described in clause (b) of the definition thereof; (iii) in the case of Senior Subordinated Notes, with the proceeds of Senior Subordinated Notes described in clause (b) of the definition thereof, (iv) in the case of Senior Interim Loans with the proceeds of Senior Notes described in clause (a) of the definition thereof, (v) in the case of Senior Subordinated Interim Loans, with the proceeds of Senior Subordinated Notes described in clause (a) of the definitions thereof ; (vi) in the case of Permitted Additional Debt, with the proceeds of other Permitted Additional Debt and (vii) in the case of Permitted Other Indebtedness incurred pursuant to Section 10.1(bb)(i)(b), with the proceeds of Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption Other Indebtedness that is unsecured or defeasance made after the Original Closing Date in connection with 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 of the end of any accrual period ending after 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. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness that is secured by a Lien ranking junior to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.Lien securing the

Limitations on Debt Payments and Amendments. (a) The Parent Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted IndebtednessSenior Notes, Senior Subordinated Notes or any other Permitted Additional Debt that is subordinated to the Obligations other than as contemplated by Section 10.1(i); provided, however, that (x) 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 or any Restricted Subsidiary may prepay, repurchase or redeem Senior Notes, Senior Subordinated Notes or otherwise defease Restricted Indebtedness with the Net Cash Proceeds of such 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 Additional Debt (i) in an aggregate amount from the 2014 July Repricing Effective Closing 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 (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) (in lieu of dividends permitted by Section 10.6(c)), not in excess of the sum of (1) $400,000,000 150,000,000 plus (2) if the Borrower shall be in compliance with Applicable Equity Amount at the time of such prepayment, repurchase or redemption plus (3) to the extent the Consolidated Senior Secured Leverage TestDebt 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; provided that to the use of such amounts in clauses extent that the Indebtedness being prepaid, repurchased, redeemed or otherwise defeased pursuant to this clause (1i) comprises Senior Subordinated Notes and (2) shall be subject to no Default or Event of Default having occurred and continuing at the date of such prepayment, repurchaserepurchase or redemption is made from the proceeds of other Indebtedness incurred by the Borrower or its Restricted Subsidiaries, redemption or other defeasance or resulting therefromsuch 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 thereof plus (3B) with additional amounts to the Applicable Equity Amount at extent that, with respect solely to this clause (B), the time Consolidated Total Debt to Consolidated EBITDA Ratio is not greater than 4.00 to 1.00 both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i(iii) in respect the case of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) Senior Subordinated Notes, with the proceeds of Senior Subordinated Notes described in clause (b) of the definition thereof, and (iv) in the case of Permitted Additional Debt, with the proceeds of other Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount “AHYDO catch-up payment” in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as of the end of any accrual period ending after 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 LoansSubordinated Notes. (b) The Parent Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness Senior Notes, Senior Subordinated Notes or Permitted Additional Debt that is subordinated to the Obligations or, in each case, the terms applicable thereto, to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted IndebtednessPermitted Additional Debt (it being understood that payments of regularly scheduled cash interest in respect of such Permitted Additional Debt shall be permitted); provided, however, that (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Restricted Indebtedness any Permitted Additional Debt (A) with the Net Cash Proceeds proceeds of any Permitted Other Indebtedness that is unsecured Refinancing Indebtedness, (B) by converting or secured by a Lien ranking junior exchanging any such Permitted Additional Debt to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(bStock (other than Disqualified Stock) and (y) of 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 any 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 its direct or indirect parent of the Borrower made pursuant to Section 10.5(mor (C) (in lieu of dividends permitted by Section 10.6(c))so long as, not in excess of the sum of after giving Pro Forma Effect thereto, (1) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; provided the use of such amounts in clauses (1) and (2) shall be subject to no Default or Event of Default having has occurred and continuing at is continuing, (2) Liquidity is not less than 5% of the date of then effective Borrowing Base and (on a Pro Forma Basis after giving effect to such prepayment, repurchase, redemption or other defeasance or resulting therefrom, plus defeasance) and (3) the Applicable Equity Amount at the time of on a Pro Forma Basis after giving effect to any such prepayment, repurchase repurchase, redemption or redemption; for defeasance, the avoidance of doubtConsolidated Total Debt to Consolidated EBITDAX Ratio shall be less than or equal to 3.75 to 1.00, dividends paid in reliance on and in compliance an unlimited basis with Section 10.6(ccash; (b) shall The Borrower will not retroactively cause amend or modify the documentation governing any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds of Permitted Additional Debt. For Debt or the terms applicable thereto, to the extent that any such amendment or modification, taken as a whole, would be adverse to the Lenders in any material respect; and (c) Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section 10.7 shall restrict prohibit (i) the repayment or prepayment of intercompany subordinated Indebtedness owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default has occurred and is continuing and the Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making substantially concurrent transfers of any prepayment of accrued but unpaid interest and/or original issue discount credit positions in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance connection with the “Optional Interest Repayment” provisions thereof intercompany debt restructurings so long as of the end of any accrual period ending such Indebtedness is permitted by Section 10.1 after the fifth anniversary of the Original Closing Date giving effect to such transfer or (iii) the prepayment, repurchase repurchase, redemption or redemption other defeasance of the PIK Notes Permitted Additional Debt with an aggregate amount not to exceed the Applicable Equity Amount (with the net proceeds Applicable Equity Amount being re-computed as of Additional 2018 New Dollar Term Loans. the last day of the most recently ended Test Period as if (bi) The Borrower will such prepayment, repurchase, redemption or other defeasance had occurred on the first day of such Test Period and (ii) the amount of any Specified Equity Contribution made during such Test Period were not waive, amend, modify, terminate or release any Restricted Indebtedness made to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (iA) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such Applicable Equity Amount after making the proposed prepayment, repurchase, redemption, redemption or other defeasance is less than or acquisition) equal to the amount of such Specified Equity Contributions and (bB) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) Specified Equity Contribution was necessary for the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued be in any manner inconsistent compliance on a Pro Forma Basis with the terms Financial Performance Covenants) at the time of Section 2.15(a)such prepayment, 10.1(cc) repurchase, redemption or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurreddefeasance.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, to prepay, repurchase or redeem or otherwise defease the Senior Secured Second Lien Term Loans (or any Restricted IndebtednessPermitted Refinancing Indebtedness in respect of any of the foregoing) or any Permitted Additional Debt comprising senior subordinated or subordinated Indebtedness (it being understood that regularly-scheduled payments in respect of the Senior Secured Second Lien Term Loans (or any Permitted Refinancing Indebtedness in respect of any of the foregoing) or such Permitted Additional Debt shall be permitted); provided, however, that (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Restricted 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 (A) in exchange for or with the Net Cash Proceeds proceeds of any Permitted Other Refinancing Indebtedness, (B) by converting or exchanging the Senior Secured Second Lien Term Loans (or any Permitted Refinancing Indebtedness that is unsecured in respect of any of the foregoing) or secured by a Lien ranking junior any such Permitted Additional Debt to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(b) and (y) Qualified Equity Interests of the Borrower or Restricted Subsidiary may prepayany Parent Entity or (C) so long as, 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, effect thereto 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; provided the use of such amounts in clauses (1) no Event of Default has occurred and is continuing and (2) shall be subject Liquidity is not less than 10% of the then effective Borrowing Base (on a Pro Forma Basis after giving effect to no Default or Event of Default having occurred and continuing at the date of such prepayment, repurchase, redemption or other defeasance 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 resulting therefrom, plus (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) Restricted Subsidiary may make mandatory prepayments in respect of amounts previously prepaid the Senior Secured Second Lien Term Loans (or any Permitted Refinancing Indebtedness in compliance with this Section 10.7(a)(y)(i); and (iirespect thereof that is secured by a Lien on the assets the disposition of which are the subject of the mandatory prepayment) with the proceeds of the disposition of any assets that have been pledged to secure such Senior Secured Second Lien Term Loans (or such Permitted Refinancing Indebtedness, if applicable); (b) The Borrower will not amend or modify the documentation governing the Senior Secured Second Lien Term Loan Facility, the documentation governing any Permitted Refinancing Indebtedness in respect of the Senior Secured Second Lien Term Loans or the documentation governing any senior subordinated or subordinated Permitted Additional Debt. For Debt that constitutes Material Indebtedness or the terms applicable thereto, other than amendments or modifications that (A) would not be materially adverse to the Lenders (as determined in good faith by the Borrower), taken as a whole, or (B) otherwise comply with the definition of “Permitted Refinancing Indebtedness” that may be incurred to Refinance any such Indebtedness; and (c) Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section 10.7 shall restrict prohibit (i) the repayment or prepayment of intercompany subordinated Indebtedness owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default has occurred and is continuing and the Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making substantially concurrent transfers of any prepayment of accrued but unpaid interest and/or original issue discount credit positions in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance connection with the “Optional Interest Repayment” provisions thereof intercompany debt restructurings so long as of the end of any accrual period ending such Indebtedness is permitted by Section 10.1 after the fifth anniversary of the Original Closing Date giving effect to such transfer or (iii) the prepayment, repurchase repurchase, redemption or redemption other defeasance of the PIK Notes 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 with an aggregate amount not to exceed the Applicable Equity Amount (with the net proceeds Applicable Equity Amount being re-computed as of Additional 2018 New Dollar Term Loans. the last day of the most recently ended Test Period as if (bi) The Borrower will such prepayment, repurchase, redemption or other defeasance had occurred on the first day of such Test Period and (ii) the amount of any Cure Amount made during such Test Period were not waive, amend, modify, terminate or release any Restricted Indebtedness made to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (iA) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such Applicable Equity Amount after making the proposed prepayment, repurchase, redemption, redemption or other defeasance is less than or acquisition) equal to the amount of such Cure Amount and (bB) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) Cure Amount was necessary for the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued be in any manner inconsistent compliance on a Pro Forma Basis with the terms Financial Performance Covenant) at the time of Section 2.15(a)such prepayment, 10.1(cc) repurchase, redemption or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurreddefeasance.

Limitations on Debt Payments and Amendments. (a) The Holdings and the Borrower will not, and will not allow any of the Restricted Subsidiaries to, prepay, repurchase, redeem or otherwise defease any Indebtedness incurred pursuant to Section 10.1(j) (it being understood that payments of regularly scheduled interest shall be permitted); provided, however, that so long as no Default or Event of Default has occurred and 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 Available Equity Amount at the time of such prepayment, redemption, repurchase or defeasance and (B) 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 Available Amount at the time of such prepayment, redemption, repurchase or defeasance. (b) Holdings and the Borrower will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, prepay, repurchase or redeem or otherwise defease any Restricted Indebtedness; provided, however, that (x) the Borrower and any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; 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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds of Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 of the end of any accrual period ending after 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. (b) The Borrower will not waive, amend, modify, terminate or release the Senior Subordinated Notes Documents (or any Restricted document governing any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness) to the extent that any such waiver, waiver amendment, modification, termination or release release, taken as a whole, would be adverse to the Lenders in any material respect. (c) Prior . Notwithstanding anything to the Initial Term Loan Maturity Datecontrary in this Agreement, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit may make any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes “AHYDO” catch-up payments in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Indebtedness incurred under Section 2.15(a10.1(j), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease or acquire any Restricted Subordinated Indebtedness; provided, however, that (x) the Borrower and any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; provided the use of such amounts in clauses (1) and (2) shall be subject to so long as no Default or Event of Default having shall have occurred and be continuing at the date of such prepayment, repurchase, redemption or other defeasance or resulting would result therefrom, the Borrower or any Restricted Subsidiary may prepay, repurchase or redeem Subordinated Indebtedness (i) for an aggregate price that, together with the amount of dividends paid pursuant to Section 10.6(c), does not exceed an amount equal to the sum of (A) $450,000,000 plus (3B) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and redemption or (ii) with the proceeds of Permitted Additional Debt. For Subordinated Indebtedness that (A) is permitted by Section 10.1 (other than Section 10.1(o)) and (B) has terms material to the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect interests of the Senior Interim PIK Loans and/or Lenders not materially less advantageous to the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as Lenders than those of the end of any accrual period ending after 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 Loanssuch Subordinated Indebtedness being refinanced. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Subordinated Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Holdings and the Borrower will not, and will not allow any of the Restricted Subsidiaries to, prepay, repurchase, redeem or otherwise defease any Indebtedness incurred pursuant to Section 9.1(j) (it being understood that payments of regularly scheduled interest shall be permitted); provided, however, that so long as no Default or Event of Default has occurred and 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 Available Equity Amount at the time of such prepayment, redemption, repurchase or defeasance and (B) 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 Available Amount at the time of such prepayment, redemption, repurchase or defeasance. (b) Holdings and the Borrower will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, prepay, repurchase or redeem or otherwise defease any Restricted Indebtedness; provided, however, that (x) the Borrower and any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; 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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds of Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 of the end of any accrual period ending after 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. (b) The Borrower will not waive, amend, modify, terminate or release the Senior Subordinated Notes Documents (or any Restricted document governing any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness) to the extent that any such waiver, waiver amendment, modification, termination or release release, taken as a whole, would be adverse to the Lenders in any material respect. (c) Prior . Notwithstanding anything to the Initial Term Loan Maturity Datecontrary in this Agreement, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit may make any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes “AHYDO” catch-up payments in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Indebtedness incurred under Section 2.15(a9.1(j), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted IndebtednessSenior Notes, Senior Interim Loans, Senior Subordinated Notes, Senior Subordinated Interim Loans or any Permitted Additional Debt; provided, however, that (x) so long as no Default or Event of Default shall have occurred and be continuing at the Borrower and any Restricted Subsidiary may prepaydate of such prepayment, repurchase repurchase, redemption or redeem other defeasance or otherwise defease 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) would result therefrom, the Borrower or Restricted Subsidiary may prepay, repurchase or redeem Restricted Indebtedness Senior Notes, Senior Interim Loans, Senior Subordinated Notes, Senior Subordinated Interim Loans or Permitted Additional Debt (i) in an aggregate amount from the 2014 July Repricing Effective Original Closing 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; provided that to the use of such amounts in clauses extent that the Indebtedness being prepaid, repurchased, redeemed or otherwise defeased pursuant to this clause (1i) comprises Senior Subordinated Notes 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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemptionredemption 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; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) in the case of Senior Notes with the proceeds of Senior Notes described in clause (b) of the definition thereof; (iii) in the case of Senior Subordinated Notes, with the proceeds of Senior Subordinated Notes described in clause (b) of the definition thereof, (iv) in the case of Senior Interim Loans with the proceeds of Senior Notes described in clause (a) of the definition thereof, (v) in the case of Senior Subordinated Interim Loans, with the proceeds of Senior Subordinated Notes described in clause (a) of the definitions thereof (vi) in the case of Permitted Additional Debt, with the proceeds of other Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, 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 of the end of any accrual period ending after 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 LoansDate. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness Senior Notes, Senior Interim Loans, Senior Subordinated Notes, Senior Subordinated Interim Loans or Permitted Additional Debt to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and nor will not it permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease the Senior Subordinated Notes or any Restricted Indebtedness; provided, however, that other Subordinated Indebtedness (x) other than the Borrower and any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease 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 Existing Convertible Securities 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(ctheir terms)), not in excess of the sum of (1) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; provided the use of such amounts in clauses (1) and (2) shall be subject to that so long as no Default or Event of Default having shall have occurred and be continuing at the date of such prepayment, repurchase, redemption or other defeasance or resulting would result therefrom, plus the Borrower or any Restricted Subsidiary may prepay, repurchase or redeem the Senior Subordinated Notes or Subordinated Indebtedness (3i) for an aggregate price not in excess of the Applicable Equity Amount at the such time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and redemption or (ii) with the proceeds of Permitted Additional Debt. For Subordinated Indebtedness that (A) is permitted by Section 10.1 (other than Section 10.1(A)(o)) and (B) has terms material to the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect interests of the Senior Interim PIK Loans and/or Lenders not materially less advantageous to the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as Lenders than those of the end of any accrual period ending after 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 Loanssuch Subordinated Indebtedness being refinanced. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Subordinated Indebtedness or the Senior Subordinated Notes Indenture to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Borrower Neither Holdings, nor the Company will, nor will not, and will not they permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted Subordinated Indebtedness; provided, however, provided that (x) the Borrower and any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; provided the use of such amounts in clauses (1) and (2) shall be subject to so long as no Default or Event of Default having shall have occurred and be continuing at the date of such prepayment, repurchase, redemption or other defeasance or resulting would result therefrom, plus 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 Equity Amount at the such time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with 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 Permitted Additional Debt. For any Designated Asset Sale received by the avoidance Company or a Restricted Subsidiary within 15 months of doubtsuch Designated Asset Sale if (A) the Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio for the Test Period last ended, nothing in this Section 10.7 shall restrict (i) any determined on a pro forma basis after giving effect to such Designated Asset Sale and such prepayment, repurchase, redemption or defeasance made after other defeasance, is less than or equal to the Original Closing Date in connection with Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio for the Debt RepaymentTest Period last ended prior to the consummation of such Designated Asset Sale, (iiB) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect 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, is less than or equal to 1.50 to 1.00 and (C) prior to such prepayment, repurchase, redemption or other defeasance, at least $250,000,000 of the Senior Interim PIK Loans and/or the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as principal amount of the end of any accrual period ending after the fifth anniversary of the Original Closing Date Term Loans shall have been repaid, or (iii) with the prepayment, repurchase or redemption proceeds of Subordinated Indebtedness that (A) is permitted by Section 10.1 (other than Section 10.1(A)(o)) and (B) has terms material to the interests of the PIK Notes with Lenders not materially less advantageous to the net proceeds Lenders than those of Additional 2018 New Dollar Term Loanssuch Subordinated Indebtedness being refinanced. (b) The Neither Holdings, nor any Borrower will not waive, amend, modify, terminate or release any Restricted Subordinated Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted IndebtednessSenior Notes, Senior Subordinated Notes or any other Permitted Additional Debt that is subordinated to the Obligations other than as contemplated by Section 10.1(i); provided, however, that (x) 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 or any Restricted Subsidiary may prepay, repurchase or redeem Senior Notes, Senior Subordinated Notes or otherwise defease Restricted Indebtedness with the Net Cash Proceeds of such 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 Additional Debt (i) in an aggregate amount from the 2014 July Repricing Effective Closing 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 (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) (in lieu of dividends permitted by Section 10.6(c)), not in excess of the sum of (1) $400,000,000 150,000,000 plus (2) if the Borrower shall be in compliance with Applicable Equity Amount at the time of such prepayment, repurchase or redemption plus (3) to the extent the Consolidated Senior Secured Leverage TestDebt 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; provided that to the use of such amounts in clauses extent that the Indebtedness being prepaid, repurchased, redeemed or otherwise defeased pursuant to this clause (1i) comprises Senior Subordinated Notes and (2) shall be subject to no Default or Event of Default having occurred and continuing at the date of such prepayment, repurchaserepurchase or redemption is made from the proceeds of other Indebtedness incurred by the Borrower or its Restricted Subsidiaries, redemption or other defeasance or resulting therefromsuch 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 thereof plus (3B) with additional amounts to the Applicable Equity Amount at extent that, with respect solely to this clause (B), the time Consolidated Total Debt to Consolidated EBITDA Ratio is not greater than 4.00 to 1.00 both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i(iii) in respect the case of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) Senior Subordinated Notes, with the proceeds of Senior Subordinated Notes described in clause (b) of the definition thereof and (iv) in the case of Permitted Additional Debt, with the proceeds of other Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount “AHYDO catch-up payment” in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as of the end of any accrual period ending after 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 LoansSubordinated Notes. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness Senior Notes, Senior Subordinated Notes or Permitted Additional Debt that is subordinated to the Obligations or, in each case, the terms applicable thereto, to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, to prepay, repurchase or redeem or otherwise defease prior to its scheduled maturity any Restricted IndebtednessIndebtedness for borrowed money that is expressly subordinated in right of payment to or is secured on a junior basis to the Indebtedness incurred hereunder (or any Permitted Refinancing Indebtedness in respect thereof to the extent constituting Junior Debt) (such other Indebtedness or any Permitted Refinancing Indebtedness in respect thereof, “Junior Debt”) (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 (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Restricted Indebtedness with the Net Cash Proceeds of Permitted Other Indebtedness that is unsecured or secured by a Lien ranking junior prior 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 its scheduled maturity any Junior Debt (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 exchange for 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Testproceeds of any Permitted Refinancing Indebtedness, both before and (ii) by converting or exchanging any Junior Debt to Qualified Equity Interests of any Parent Entity, (iii) so long as, immediately after giving effect, effect thereto 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; provided the use of such amounts in clauses (1A) and (2) shall be subject to no Default or Event of Default having has occurred and is continuing at and (B) Liquidity is not less than 10.0% of the date of then effective Borrowing Base (on a Pro Forma Basis immediately after giving effect to such prepayment, repurchase, redemption or other defeasance defeasance), (iv) so long as no Event of Default shall have occurred and be continuing or resulting would result therefrom, plus (3) in an aggregate amount not to 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 the Borrower or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) Restricted Subsidiary may make mandatory prepayments in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) any Junior Debt with the proceeds of the disposition of any assets that have been pledged to secure such Junior Debt; (b) The Borrower will not, without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed), amend or modify the terms of any Junior Debt, other than amendments or modifications that (A) would not be materially adverse to the Lenders, taken as a whole (as determined in good faith by the Borrower), (B) otherwise comply with the definition of “Permitted Additional Debt. For Refinancing Indebtedness” that may be incurred to Refinance any such Indebtedness, (C) would have the effect of converting any Junior Debt to Qualified Equity Interests of a Parent Entity or (D) to the extent such amendment or modification would not have been prohibited under this Agreement at the time such Permitted Refinancing Indebtedness, Junior Debt or documentation was first issued, incurred or entered into, as applicable; and (c) Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 of the end of any accrual period ending after 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. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, prohibit (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem repayment or otherwise defease or acquire any Permitted Debt Exchange Notes unless prepayment of intercompany subordinated Indebtedness owed among the Borrower shall concurrently voluntarily prepay Term Loans and/or the Restricted Subsidiaries, in either case, unless an Event of Default pursuant to Section 5.1(a) on a pro rata basis among the Class 11.1 or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which 11.5 has occurred and is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired continuing and the denominator Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment, or (ii) substantially concurrent transfers of which credit positions in connection with intercompany debt restructurings so long as such Indebtedness is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to permitted by Section 10.1 after giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredtransfer.

Limitations on Debt Payments and Amendments. (a) The Neither the US Borrower will not, and will not permit nor any Restricted Subsidiary to, will prepay, repurchase or redeem or otherwise defease any Restricted IndebtednessSenior Subordinated Notes or any Subordinated Notes as applicable (it being understood that any payment of principal prior to May 15, 2011, in the case of Subordinated Notes shall be deemed a prepayment for purposes of this Section 10.7); provided, however, that (x) the US Borrower and any Restricted Subsidiary may prepay, repurchase or redeem Senior Subordinated Notes and/or Subordinated Notes (x) so long as no Default or otherwise defease Restricted Indebtedness with the Net Cash Proceeds Event of Permitted Other Indebtedness that Default has occurred and 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 prepaycontinuing, repurchase or redeem Restricted Indebtedness (i) in for 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)), price not in excess of the sum of (1) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption, the Applicable Available Amount at the time of such prepayment, repurchase or redemption; provided provided, that to the use extent the Available Amount so utilized is attributable to Excess Cash Flow in accordance with clause (a)(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 amounts 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 described in clauses Section 11.1 or 11.5 has occurred and is continuing, with the proceeds of subordinated Indebtedness that (1) is permitted by Section 10.1 and (2) shall 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 subject to or (z) so long as no Default or Event of Default having has occurred and continuing is continuing, in the case of the Subordinated Notes only, at the date of such prepaymentany time on or after May 15, repurchase, redemption or other defeasance or resulting therefrom, plus 2007 (3) the Applicable Equity Amount at the time of it being understood that any such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(credemption pursuant to this sub-clause (z) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds of Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance be made after the Original Closing Date in connection with the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect without utilization of the Senior Interim PIK Loans and/or the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as of the end of any accrual period ending after 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 LoansAvailable Amount). (b) The US Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness the Senior Subordinated Notes Indenture, the Senior Subordinated Loan Agreement or the Subordinated Note Indenture, to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date; provided, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and this clause (b) shall not prohibit the aggregate principal amount (calculated on repayment of obligations under the face amount thereof) of Term Loans Senior Subordinated Loan Agreement with the Net Cash Proceeds from the issuance of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredSenior Subordinated Notes.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, to prepay, repurchase or redeem or otherwise defease prior to its scheduled maturity any Restricted IndebtednessIndebtedness for borrowed money that is expressly subordinated in right of payment to or is secured on a junior basis to the Indebtedness incurred hereunder (or any Permitted Refinancing Indebtedness in respect thereof to the extent constituting Junior Debt) (such other Indebtedness or any Permitted Refinancing Indebtedness in respect thereof, “Junior Debt”) (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 (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease Restricted prepay up to $100,000,000 in aggregate principal amount of Indebtedness with under the Net Cash Proceeds of Permitted Other Indebtedness that is unsecured or secured by a Lien ranking junior to Senior Secured Term Loan B Facility on the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(b) First Amendment Effective Date and (y) the Borrower or Restricted Subsidiary may prepay, repurchase repurchase, redeem or redeem Restricted Indebtedness defease prior to its scheduled maturity any Junior Debt (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 exchange for 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Testproceeds of any Permitted Refinancing Indebtedness, both before and (ii) by converting or exchanging any Junior Debt to Qualified Equity Interests of any Parent Entity, (iii) so long as, immediately after giving effect, effect thereto 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; provided the use of such amounts in clauses (1A) and (2) shall be subject to no Default or Event of Default having has occurred and is continuing at and (B) Liquidity is not less than 10.0% of the date of then effective Borrowing Base (on a Pro Forma Basis immediately after giving effect to such prepayment, repurchase, redemption or other defeasance defeasance), (iv) so long as no Event of Default shall have occurred and be continuing or resulting would result therefrom, plus (3) in an aggregate amount not to 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 the Borrower or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) Restricted Subsidiary may make mandatory prepayments in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) any Junior Debt with the proceeds of the disposition of any assets that have been pledged to secure such Junior Debt; (b) The Borrower will not, without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed), amend or modify the terms of any Junior Debt, other than amendments or modifications that (A) would not be materially adverse to the Lenders, taken as a whole (as determined in good faith by the Borrower), (B) otherwise comply with the definition of “Permitted Additional Debt. For Refinancing Indebtedness” that may be incurred to Refinance any such Indebtedness, (C) would have the effect of converting any Junior Debt to Qualified Equity Interests of a Parent Entity or (D) to the extent such amendment or modification would not have been prohibited under this Agreement at the time such Permitted Refinancing Indebtedness, Junior Debt or documentation was first issued, incurred or entered into, as applicable; and (c) Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 of the end of any accrual period ending after 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. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, prohibit (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem repayment or otherwise defease or acquire any Permitted Debt Exchange Notes unless prepayment of intercompany subordinated Indebtedness owed among the Borrower shall concurrently voluntarily prepay Term Loans and/or the Restricted Subsidiaries, in either case, unless an Event of Default pursuant to Section 5.1(a) on a pro rata basis among the Class 11.1 or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which 11.5 has occurred and is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired continuing and the denominator Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment, or (ii) substantially concurrent transfers of which credit positions in connection with intercompany debt restructurings so long as such Indebtedness is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to permitted by Section 10.1 after giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredtransfer.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted IndebtednessSenior Unsecured Subordinated Notes or Refinanced Senior Unsecured Subordinated Notes (it being understood that any payment of principal prior to the Senior Unsecured Subordinated Note Maturity Date shall be deemed a prepayment for purposes of this Section 10.7(a)) or other subordinated Indebtedness permitted hereunder; provided, however, that (x) so long as no Default or Event of Default has occurred and is continuing, the Borrower and or any Restricted Subsidiary may prepay, repurchase or redeem any Senior Unsecured Subordinated Notes or otherwise defease Restricted Indebtedness Refinanced Senior Unsecured Subordinated Notes (i) for an aggregate price which will not exceed, when taken together with the Net Cash Proceeds of Permitted Other Indebtedness that is unsecured or secured prepayments permitted by a Lien ranking junior to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(bsubclause (b) and below, (x) $25,000,000 plus (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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption, the Applicable Available Amount at the time of such prepayment, repurchase or redemption; provided redemption or (ii) with the use proceeds of such amounts in clauses Refinanced Senior Unsecured Subordinated Notes or Indebtedness subordinated to the Obligations that is permitted by Section 10.1 and that has terms that, taken as a whole, are not materially less favorable to the Lenders than the Senior Unsecured Subordinated Notes. (1b) and The Borrower will not prepay, repurchase or redeem or otherwise defease any Permitted Additional Notes (2) it being understood that any payment of principal prior to the Senior Unsecured Subordinated Note Maturity Date shall be subject to deemed a prepayment for purposes of this Section 10.7(b)); provided, however, that so long as no Default or Event of Default having has occurred and continuing at is continuing, the date of such prepaymentBorrower or any Restricted Subsidiary may prepay, repurchaserepurchase or redeem any Permitted Additional Notes (i) for an aggregate price which will not exceed, redemption or other defeasance or resulting therefromwhen taken together with prepayments permitted by subclause (a) above, (x) $25,000,000 plus (3y) the Applicable Equity Available Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and redemption or (ii) with the proceeds of other Permitted Additional Debt. For Notes or other Indebtedness subordinated to the avoidance of doubtObligations that is permitted by Section 10.1 and that has terms that, nothing in this Section 10.7 shall restrict (i) any prepaymenttaken as a whole, repurchase, redemption or defeasance made after are not materially less favorable to the Original Closing Date in connection with Lenders than 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 Permitted Additional Notes in accordance with the “Optional Interest Repayment” provisions thereof as of the end of any accrual period ending after 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 Loansbeing refinanced. (bc) The Borrower will not waive, amend, modify, modify or terminate the Senior Unsecured Subordinated Note Indenture or release any Restricted Indebtedness indenture governing Refinanced Senior Unsecured Subordinated Notes to the extent that any such waiver, amendment, modification, or termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiary to, Subsidiaries to prepay, repurchase or repurchase, redeem or otherwise defease any Restricted IndebtednessSubordinated Indebtedness (it being understood that payments of regularly scheduled interest shall be permitted); provided, however, provided that (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease 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 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 not to exceed the 2014 July Repricing Effective Date, when aggregated with sum of (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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; 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 (3) the Applicable Available Equity Amount at the time of such prepayment, redemption, repurchase or redemption; for defeasance plus (B) the avoidance greater of doubt, dividends paid in reliance on and in compliance with Section 10.6(c(x) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); $25,000,000 and (iiy) with the proceeds 0.7% of Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict Consolidated Total Assets (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 measured as of the end of any accrual period ending after the fifth anniversary of the Original Closing Date or (iii) the date such prepayment, redemption, repurchase or redemption 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 PIK Notes 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 net proceeds Available Amount at the time of Additional 2018 New Dollar Term Loanssuch prepayment, redemption, repurchase or defeasance. (b) The Borrower will not, and will not permit any of the Restricted Subsidiaries to waive, amend, modify, terminate or release any Restricted Subordinated Indebtedness Documentation to the extent that any such waiver, amendment, modification, termination or release release, taken as a whole, would be adverse to the Lenders in any material respect. (c) Prior to Notwithstanding the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) foregoing and for the purpose avoidance of consummating a Permitted Debt Exchangedoubt, nothing in this Section 10.7 shall prohibit (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem repayment or otherwise defease or acquire any Permitted Debt Exchange Notes unless prepayment of intercompany subordinated Indebtedness owed among the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among and/or the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchangedRestricted Subsidiaries, in either case unless an amount not less than the product Event of (a) a fraction, the numerator of which Default has occurred and is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired continuing and the denominator Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment or (ii) substantially concurrent transfers of which credit positions in connection with intercompany debt restructurings so long as such Indebtedness is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to permitted by Section 10.1 after giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredtransfer.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease prior to its scheduled maturity any Restricted IndebtednessIndebtedness for borrowed money that is unsecured or expressly subordinated in right of payment to or payment priority or is secured by a Lien that is junior to the Liens securing the Obligations (or any Permitted Refinancing Indebtedness in respect thereof to the extent constituting Junior Debt) (such other Indebtedness or any Permitted Refinancing Indebtedness in respect thereof, “Junior Debt”) (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 (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Restricted Indebtedness prior to its scheduled maturity any Junior Debt (i) in exchange for or with the Net Cash Proceeds proceeds of any Permitted Other Indebtedness that is unsecured Refinancing Indebtedness, (ii) by converting or secured by a Lien ranking junior exchanging any Junior Debt to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(b) and Qualified Equity Interests of any Parent Entity, (y) the Borrower or Restricted Subsidiary may prepay, repurchase or redeem Restricted Indebtedness (iiii) in an aggregate amount from the 2014 July Repricing Effective Datenot to exceed Available Free Cash Flow so long as, 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and immediately after giving effect, effect thereto 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; provided the use of such amounts in clauses Basis (1A) and (2) shall be subject to no Default or Event of Default having shall have occurred and continuing at be continuing, (B) the Available Commitment exceeds 25% of the lesser of (I) 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 such prepaymentthe Existing Unsecured Notes (or any Permitted Refinancing Indebtedness in respect thereof) is at least 91 days after the Latest Maturity Date, repurchase, redemption 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 other defeasance (iv) owed to the Borrower or resulting any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note and (v) so long as no Event of Default shall have occurred and be continuing or would result therefrom, plus (3) in an amount not to 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 the Borrower or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) Restricted Subsidiary may make mandatory prepayments in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) any Junior Debt with the proceeds of the disposition of any assets that have been pledged to secure such Junior Debt; (b) The Borrower will not, without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed), amend or modify the terms of any Junior Debt, other than amendments or modifications that (A) would not be materially adverse to the Lenders, taken as a whole (as determined in good faith by the Borrower), (B) otherwise comply with the definition of “Permitted Additional Debt. For Refinancing Indebtedness” that may be incurred to Refinance any such Indebtedness, (C) would have the effect of converting any Junior Debt to Qualified Equity Interests of a Parent Entity, or (D) to the extent such amendment or modification would not have been prohibited under this Agreement at the time such Permitted Refinancing Indebtedness, Junior Debt or documentation was first issued, incurred or entered into, as applicable; and (c) Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 of the end of any accrual period ending after 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. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, prohibit (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem repayment or otherwise defease or acquire any Permitted Debt Exchange Notes unless prepayment of intercompany subordinated Indebtedness owed among the Borrower shall concurrently voluntarily prepay Term Loans and/or the Restricted Subsidiaries, in either case, unless an Event of Default pursuant to Section 5.1(a) on a pro rata basis among the Class 11.1 or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which 11.5 has occurred and is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired continuing and the denominator Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment, or (ii) substantially concurrent transfers of which credit positions in connection with intercompany debt restructurings so long as such Indebtedness is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to permitted by Section 10.1 after giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredtransfer.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, prepay, repurchase or repurchase, redeem or otherwise defease or make similar payments in respect of any Restricted IndebtednessJunior Debt prior to its stated maturity (it being understood that payments of regularly scheduled interest, fees, expenses, indemnification obligations and, so long as no Event of Default under Section 11.1 or 11.5 is continuing or would result therefrom, AHYDO Catch-Up Payments shall be permitted); provided, however, that (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or redeem repurchase, redeem, defease, acquire or otherwise defease Restricted make payments on any such Indebtedness (i) with the Net Cash Proceeds proceeds of any Permitted Other Refinancing Indebtedness that 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) so long as (x) no Event of Default has occurred and is unsecured continuing or secured by a Lien ranking junior to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(b) 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 Restricted Subsidiary may prepayprior to the date of any such payment, repurchase as if such prepayment, repurchase, redemption, defeasance, acquisition or redeem Restricted Indebtedness other payment and any other transactions being consummated in connection therewith occurred on the first day of such Test Period, of no greater than 4.25:1.00 after giving pro forma effect thereto, (iB) in an aggregate amount from not to exceed 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption, the Applicable Available Amount at the time of such prepayment, repurchase repurchase, redemption, defeasance, acquisition or redemption; provided the use of such amounts in clauses other payment, so long as (1x) and (2) shall be subject to no Default or Event of Default having has occurred and is continuing at 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 payment of such prepayment, repurchase, redemption redemption, defeasance, acquisition or other defeasance payment, as if such prepayment, repurchase, redemption, defeasance, acquisition or resulting therefromother payment and any other transactions being consummated in connection therewith occurred on the first day of such Test Period, plus of no greater than 5.25:1.00, (3C) in an aggregate amount not to exceed the Applicable Available Equity Amount at the time of such prepayment, repurchase redemption, repurchase, defeasance, acquisition or other payment, (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), (E) any purchase, repurchase, redemption; for , 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 avoidance funds utilized to consummate the transaction or series of doubtrelated 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), dividends paid in reliance on 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, (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 compliance with Section 10.6(c10.1, (G) shall not retroactively cause [reserved] and (H) the payment, redemption, repurchase, retirement, termination or cancellation of Indebtedness within 60 days of the date of the Redemption Notice if, at the date of any breach payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (the “Redemption Notice”), such payment, redemption, repurchase, retirement termination or cancellation would have complied with another provision of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i10.7(a); provided that such payment, redemption, repurchase, retirement termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing and (ii) with the proceeds of Permitted Additional Debt. For for the avoidance of doubt, nothing in this Section 10.7 shall restrict prohibit (i) any the repayment, prepayment, repurchase, redemption or defeasance made after other payment of intercompany subordinated Indebtedness owed among the Original Closing Date Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default has occurred and is continuing and the Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment or (ii) substantially concurrent transfers of credit positions in connection with 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 intercompany debt restructurings so long as of the end of any accrual period ending such Indebtedness is permitted by Section 10.1 after 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 Loansgiving pro forma effect to such transfer. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any term or condition in any Subordinated Indebtedness Documentation (or, in each case, any documentation governing any Permitted Debt Exchange Notes Refinancing Indebtedness in respect thereof) to the extent that any such waiver, amendment or any indenture pursuant modification, taken as a whole, would be materially adverse to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms interests of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredLenders.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease the Senior Interim Loans, the Senior Notes, any Restricted IndebtednessPermitted Second Lien Debt or any Permitted Additional Debt comprised of senior subordinated or subordinated Indebtedness (it being understood that payments of regularly scheduled cash interest in 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 (x) from and after July 1, 2015, upon the payment of any interest in respect of the Senior Notes, any Permitted Second Lien Debt or any Permitted Additional Debt, or any Permitted Refinancing Indebtedness thereof, the Borrower and shall have minimum Liquidity of at least $150,000,000 (on a Pro Forma Basis after giving effect to such interest payment); provided, however, that the Borrower or any Restricted Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Restricted Indebtedness the Senior Interim Loans, the Senior Notes, any Permitted Second Lien Debt or any such Permitted Additional Debt (A) with the Net Cash Proceeds proceeds of any Permitted Other Refinancing Indebtedness that is unsecured (including, in the case of the Senior Interim Loans, with the proceeds of any Senior Notes), or secured (B) by a converting or exchanging the Senior Interim Loans, the Senior Notes, any Permitted Second Lien ranking junior Debt or any such Permitted Additional Debt to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(bStock (other than Disqualified Stock) and (y) of 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 any 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 its direct or indirect parent of the Borrower made pursuant to Section 10.5(mor (C) (in lieu of dividends permitted by Section 10.6(c))so long as, not in excess of the sum of after giving Pro Forma Effect thereto, (1) $400,000,000 plus no Event of Default has occurred and is continuing and (2) if Liquidity is not less than 10% of the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, then effective Borrowing Base (on a Pro Forma Basis, Basis after giving effect to 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 defeasance); (b) The Borrower will not amend or resulting therefrommodify the Senior Interim Loan Agreement, plus (3) the Applicable Equity Amount at Senior Notes Indenture, the time of such prepayment, repurchase Permitted Second Lien Debt Documents or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause documentation governing any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds of senior subordinated or subordinated Permitted Additional Debt. For Debt or the terms applicable thereto to the extent that any such amendment or modification, taken as a whole, would be adverse to the Lenders in any material respect; and (c) Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section 10.7 shall restrict prohibit (i) the repayment or prepayment of intercompany subordinated Indebtedness owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default has occurred and is continuing and the Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment, repurchase, redemption or defeasance made after the Original Closing Date (ii) substantially concurrent transfers of credit positions in connection with 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 intercompany debt restructurings so long as of the end of any accrual period ending such Indebtedness is permitted by Section 10.1 after the fifth anniversary of the Original Closing Date giving effect to such transfer or (iii) the prepayment, repurchase repurchase, redemption or redemption other defeasance of the PIK Notes Senior Interim Loans, the Senior Notes, any Permitted Second Lien Debt or any Permitted Additional Debt comprised of senior subordinated or subordinated Indebtedness with an aggregate amount not to exceed the Applicable Equity Amount (with the net proceeds Applicable Equity Amount being re-computed as of Additional 2018 New Dollar Term Loans. the last day of the most recently ended Test Period as if (bi) The Borrower will such prepayment, repurchase, redemption or other defeasance had occurred on the first day of such Test Period and (ii) the amount of any Cure Amount made during such Test Period were not waive, amend, modify, terminate or release any Restricted Indebtedness made to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (iA) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such Applicable Equity Amount after making the proposed prepayment, repurchase, redemption, redemption or other defeasance is less than or acquisition) equal to the amount of such Cure Amount and (bB) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) Cure Amount was necessary for the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued be in any manner inconsistent compliance on a Pro Forma Basis with the terms Financial Performance Covenant) at the time of Section 2.15(a)such prepayment, 10.1(cc) repurchase, redemption or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.defeasance. 715000788 12406500715000788 12406500

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, prepay, repurchase or repurchase, redeem or otherwise defease or make similar payments in respect of any Restricted IndebtednessMaterial Junior Debt (any such payments, “Junior Debt Payments”) on or prior to the date that occurs earlier than one year prior to the stated maturity date thereof (it being understood that payments of regularly scheduled interest, fees, expenses, indemnification obligations and AHYDO Catch-Up Payments shall be permitted); provided, however, that (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or redeem repurchase, redeem, defease, acquire or otherwise defease Restricted make payments on any such Indebtedness (i) with the Net Cash Proceeds proceeds of any Permitted Other Refinancing Indebtedness that in respect of such Indebtedness provided such Permitted Refinancing Indebtedness is unsecured also Junior Debt, (ii) by converting or secured by a Lien ranking junior exchanging any such Indebtedness to Capital Stock of the Lien securing the Obligations incurred in accordance with Borrower or any of its Parent Entities and (iii) (A) so long as (x) no Event of Default under Section 10.1(bb)(i)(b) 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 Restricted Subsidiary may prepayprior to the date of any such payment, repurchase as if such prepayment, repurchase, redemption, defeasance, acquisition or redeem Restricted Indebtedness 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, (iB) in an aggregate amount from not to exceed 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption, the Applicable Available Amount at the time of such prepayment, repurchase repurchase, redemption, defeasance, acquisition or redemption; provided other payment, so long as, in the use case of such amounts any Junior Debt Payment made in clauses (1) and (2) shall be subject to reliance on the Builder Basket, no Default or Event of Default having under Section 11.1 or 11.5 has occurred and is continuing at the date of such prepayment, repurchase, redemption or other defeasance or resulting would result therefrom, plus (3C) in an aggregate amount not to exceed the Applicable Available Equity Amount at the time of such prepayment, repurchase redemption, repurchase, defeasance, acquisition or other payment, (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 the Borrower elects to apply pursuant to this clause (D) and (y) the portion, if any, of the Available RP Capacity Amount, on the relevant date of determination that the Borrower elects to apply pursuant to this clause (D), (E) any purchase, repurchase, redemption; for , defeasance or other acquisition or similar payment of Material Junior Debt Incurred pursuant to Section 10.1(j) (other than Indebtedness Incurred (I) to provide all or any portion of the avoidance funds utilized to consummate the transaction or series of doubtrelated 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), dividends paid in reliance on 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 (to the extent such Disqualified Capital Stock constitutes Indebtedness and was Incurred in compliance with Section 10.6(c10.1), and (G) shall not retroactively cause the payment, redemption, repurchase, retirement, termination or cancellation of Indebtedness within 60 days of the date of the Redemption Notice if, at the date of any breach payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (the “Redemption Notice”), such payment, redemption, repurchase, retirement termination or cancellation would have complied with another provision of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i10.7(a); provided that such payment, redemption, repurchase, retirement termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing and (ii) with the proceeds of Permitted Additional Debt. For for the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date prohibit substantially concurrent transfers of credit positions in connection with 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 intercompany debt restructurings so long as of the end of any accrual period ending such Indebtedness is permitted by Section 10.1 after 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 Loansgiving pro forma effect to such transfer. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify any term or condition in any Material Junior Debt Documentation (or, in each case, any documentation governing any Permitted Refinancing Indebtedness in respect thereof) to the terms extent that any such waiver, amendment or modification, taken as a whole, would be materially adverse to the interests of the Lenders. For purposes of determining compliance with this Section 10.7, (A) Junior Debt Payments need not be made solely by reference to one category of Junior Debt Payments permitted by this Section 10.7 but are permitted to be made in part under any combination thereof and of any Permitted other available exemption, (B) in the event that any Junior Debt Exchange Notes Payment (or any indenture pursuant to which portion thereof) meets the criteria of one or more of the categories of Junior Debt Payments permitted by this Section 10.7, the Borrower shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such Permitted Junior Debt Exchange Notes have been issued Payment (or any portion thereof) in any manner inconsistent that complies with the terms definition thereof and (C) in the event that a portion of any Junior Debt Payment could be classified as having been made pursuant to Section 2.15(a10.7(a)(iii)(A) above (giving pro forma effect to the making of such Junior Debt Payment), 10.1(ccthe Borrower, in its sole discretion, may classify such portion of such Junior Debt Payments as having been made pursuant to Section 10.7(a)(iii) above and thereafter the remainder of such Junior Debt Payment or as having been made pursuant to one or more of the definition other clauses of “Permitted Other Indebtedness” or that this Section 10.7; provided that, if the Consolidated Total Debt to Consolidated EBITDA Ratio test for the making of any such Junior Debt Payment would result be satisfied on a pro forma basis as of the end of any subsequent fiscal quarter after such incurrence, the reclassification described in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredthis paragraph shall be deemed to have occurred automatically.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiary to, Subsidiaries to prepay, repurchase or repurchase, redeem or otherwise defease any Restricted IndebtednessSubordinated Indebtedness (it being understood that payments of regularly scheduled interest shall be permitted); provided, however, provided that (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Restricted any Subordinated Indebtedness (i) with the Net Cash Proceeds proceeds of any Permitted Other Refinancing Indebtedness that is unsecured in respect of such Indebtedness, (ii) by converting or secured by a Lien ranking junior exchanging any such Indebtedness to Qualified Capital Stock of the Lien securing Borrower or any of its Parent Entities or (iii) in (A) an aggregate amount not to exceed the Obligations incurred in accordance with Section 10.1(bb)(i)(bgreater of (x) $15,000,000 and (y) 10.0% of Consolidated EBITDA for 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 Test Period plus (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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, an amount equal to the making of such prepayment, repurchase or redemption, the Applicable Available Amount at the time of such prepayment, redemption, repurchase or redemption; provided defeasance so long as in the case of this clause (B) (1) other than with respect to the use of such amounts in the portion of the Available Amount attributable to clauses (1iv), (vii) and (viii) of the definition thereof, no Event of Default has occurred and is continuing or would result therefrom and (2) shall be subject other than with respect to no Default or Event the use of Default having occurred the Starter Basket and continuing at the date portion of such prepaymentthe Available Amount attributable to clauses (iv), repurchase, redemption or other defeasance or resulting therefrom, plus (3vii) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (iiviii) with the proceeds of Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 definition thereof, the PIK Notes Borrower would be in accordance compliance, on a Pro Forma Basis, with the “Optional Interest Repayment” provisions thereof as a First Lien Secured Leverage Ratio of the end of any accrual period ending no greater than 3.50:1.0 after 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 Loansgiving effect thereto. (b) The Borrower will not, and will not permit any of the Restricted Subsidiaries to waive, amend, modify, terminate or release any Restricted Subordinated Indebtedness Documentation to the extent that any such waiver, amendment, modification, termination or release release, taken as a whole, would be adverse to the Lenders in any material respect. (c) Prior to Notwithstanding the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) foregoing and for the purpose avoidance of consummating a Permitted Debt Exchangedoubt, nothing in this Section 10.7 shall prohibit (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem repayment or otherwise defease or acquire any Permitted Debt Exchange Notes unless prepayment of intercompany subordinated Indebtedness owed among the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among and/or the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchangedRestricted Subsidiaries, in either case unless an amount not less than the product Event of (a) a fraction, the numerator of which Default has occurred and is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired continuing and the denominator Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment or (ii) substantially concurrent transfers of which credit positions in connection with intercompany debt restructurings so long as such Indebtedness is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to permitted by Section 10.1 after giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredtransfer.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any the Restricted Subsidiary Subsidiaries to, voluntarily prepay, repurchase or redeem or otherwise defease any Restricted Material Indebtedness that is contractually 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 any (xI) prepayment, repurchase, redemption or defeasance of Junior Indebtedness made prior to the Amendment No. 23 Effective Date that was, at the time made, permitted under this Agreement shall be permitted hereunder and (II) from and after the Amendment No. 23 Effective Date the Borrower and any the Restricted Subsidiary Subsidiaries may prepay, repurchase or redeem or otherwise defease 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 Junior Indebtedness (i) in an aggregate aggregatea principal amount from the 2014 July Repricing Amendment No. 2 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 ofwhich amount does not 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) $400,000,000 plus 160,000,000 and (2y) if solely on or after the Borrower shall be in compliance with Q2 2024 Financials Date,315,000,000 and (y) 30% of Consolidated Adjusted EBITDA for the Senior Secured Leverage Test, both before and after giving effect, most recently ended Test Period (calculated on a Pro Forma Basis) less the principal amount of prepayments, to the making repurchases or redemptions or defeasances of such prepayment, repurchase or redemption, the Applicable Amount at the time of such prepayment, repurchase or redemption; provided the use of such amounts Junior Indebtedness made 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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds of Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 of the end of any accrual period ending after 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.reliance (b) The Borrower will not, and will not permit the Restricted Subsidiaries to waive, amend, modifyor modify any Material Indebtedness that is subordinated in right of payment to the Obligations, terminate or release any Restricted Indebtedness in each case, that to the extent that any such waiver, amendment, amendment or modification, termination or release taken as a whole, would be adverse to the Lenders in any material respect. respect other than in connection with (i) a refinancing or replacement of such Indebtedness permitted hereunder or (ii) in a manner expressly permitted by, or not prohibited under, the applicable intercreditor or subordination terms or agreement(s) governing the relationship between the Lenders, on the one hand, and the lenders or purchasers of the applicable subordinated Indebtedness, on the other hand; and (c) Prior to Notwithstanding the Initial Term Loan Maturity Dateabove, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any its Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless Subsidiaries may make AHYDO Catch-Up Payments relating to Indebtedness of the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredits Restricted Subsidiaries.

Limitations on Debt Payments and Amendments. (a) The Borrower Each Loan Party will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted IndebtednessSubordinated Indebtedness held by a Person other than a Loan Party; provided, however, that (x) the Borrower and any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; provided the use of such amounts in clauses (1) and (2) shall be subject to so long as no Default or Event of Default having shall have occurred and be continuing at the date of such prepayment, repurchase, redemption or other defeasance or resulting therefromwould result after giving effect thereto, plus (3) the Applicable Equity Amount at the time of such prepaymentany Loan Party or any Restricted Subsidiary may prepay, repurchase or redemption; redeem Subordinated Indebtedness if either (A) both (1) Excess Availability is greater than the higher of (x) 15% of the Commitments and (y) $126,000,000 and (2) the Pro Forma Consolidated Fixed Charge Coverage Ratio for the avoidance most recent Test Period for which financial statements have been delivered pursuant to clause (a) or (b) of doubt, dividends paid in reliance on and in compliance with Section 10.6(c10.1.1 is greater than 1.0 to 1.0 or (B) shall not retroactively cause any breach Excess Availability is greater than the higher of this Section 10.7(a)(y)(i(1) in respect 20% of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); the Commitments and (ii2) with the proceeds of Permitted Additional Debt. For the avoidance of doubt$176,400,000, nothing in this Section 10.7 shall restrict (i) any each case after giving effect to such prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 of the end of any accrual period ending after 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 Loansother defeasance. (b) The Borrower Each Loan Party will not, and will not permit any Restricted Subsidiary to, waive, amend, modify, terminate or release any Restricted Subordinated Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the The Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Canadian Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire make any Permitted Debt Exchange Notes unless payment with respect to the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among Subordinated Indebtedness covered by the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than Subordination Agreement except for the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) discharge of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and Subordinated Indebtedness as permitted under the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredSubordination Agreement.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any the Restricted Subsidiary Subsidiaries to, prepay, repurchase or redeem or otherwise defease any Restricted IndebtednessPermitted Additional Debt that is subordinated to the Obligations or any Existing Notes with Stated Maturities beyond the latest2014 Term Loan Maturity Date of any Credit Facility under the Agreement (the “Limited Notes”), but in any event, in all cases, excluding any Existing Tender Offer Notes; provided, however, that (x) 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 any the Restricted Subsidiary Subsidiaries may prepay, repurchase or redeem or otherwise defease Restricted Indebtedness with the Net Cash Proceeds of such Permitted Other Indebtedness that is unsecured Additional Debt 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 such Limited Notes (i) in an aggregate amount from the 2014 July Repricing Effective Closing 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 (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) (in lieu of dividends permitted by Section 10.6(c)), not in excess of the sum of (1) $400,000,000 500,000,000 plus (2) if the Borrower shall be in compliance with Applicable Equity Amount at the Senior time of such prepayment, repurchase, redemption or other defeasance plus (3) to the extent the Consolidated Secured Leverage Test, both before and after giving effect, 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 repurchase, redemption or redemptiondefeasance, 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 therefromdefeasance; (ii) in the case of Permitted Additional Debt, plus with the proceeds of other Permitted Additional Debt and (3iii) in the Applicable Equity Amount at case of the time of such prepaymentLimited Notes, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of 10.1(g). Notwithstanding the foregoing, nothing in this Section 10.7(a)(y)(i10.7 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 respect either case unless a Default or an Event of amounts previously prepaid Default has occurred and is continuing and the Borrower has received a notice from the Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in compliance connection with this intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.7(a)(y)(i); and (ii) with the proceeds of Permitted Additional Debt10.1 after giving effect to such transfer. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect of either the Borrower Senior Interim PIK Loans and/or the PIK Notes Facility or any Refinanced Bridge Indebtedness Documentation in accordance with the “Optional Interest Repayment” provisions thereof as of at the end of any accrual accrued period ending after 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 LoansDate. (b) The Borrower will not, and will not permit to the Restricted Subsidiaries to waive, amend, modify, terminate or release any Restricted Indebtedness Permitted Additional Debt that is subordinated to the Obligations, any Limited Notes or the Borrower Senior Interim Loan Agreement, in each case, that to the extent that any such waiver, amendment, modification, termination or release release, taken as a whole, would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, optionally prepay, repurchase or redeem or otherwise defease the Senior Notes or any Restricted IndebtednessPermitted Additional Debt comprised of senior subordinated or subordinated Indebtedness (it being understood that payments of regularly scheduled cash interest in respect of, and payment of principal on the scheduled maturity date of, the Senior Notes or such Permitted Additional Debt shall be permitted); provided, however, that (x) the Borrower and any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease 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 any Subsidiary may optionally prepay, repurchase repurchase, redeem or redeem Restricted Indebtedness (i) in an aggregate amount from defease the 2014 July Repricing Effective Date, when aggregated with Senior Notes or any such Permitted Additional Debt (A) with the aggregate amount proceeds of dividends paid pursuant any Permitted Refinancing Indebtedness, (B) by converting or exchanging the Senior Notes or any such Permitted Additional Debt to Section 10.6(c) from the Original Closing Date Stock (other than dividends paid pursuant Disqualified Stock) of the Borrower or any of its direct or indirect parent or (C) so long as, after giving pro forma effect thereto, (1) no Event of Default has occurred and is continuing and (2) (A) during a Borrowing Base Trigger Period, the Available Revolving Commitment is not less than 10% of the then effective Revolving Loan Limit (on a pro forma basis after giving effect to Section 10.6(c)(x) prior to March 31such prepayment, 2015repurchase, redemption or defeasance) 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))during an Investment Grade Period, not in excess of the sum of (1) $400,000,000 plus (2) if the Borrower shall be in compliance on a pro forma basis with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, to Financial Performance Covenants as such covenants are re-computed as of the making last day of the most recently ended Test Period as if such prepayment, repurchase repurchase, 107 redemption or redemption, defeasance had been effected on the Applicable Amount at the time first day of such Test Period after giving effect to such prepayment, repurchase repurchase, redemption or redemptiondefeasance); (b) The Borrower will not amend or modify the Senior Notes Documents or the documentation governing any senior subordinated or subordinated Permitted Additional Debt or the terms applicable thereto to the extent that (i) any such amendment or modification, taken as a whole, would be adverse to the Lenders in any material respect or (ii) the provisions of the Senior Notes Documents or the documentation governing any senior subordinated or subordinated Permitted Additional Debt, as so amended or modified, would not be permitted to be included in the documentation governing any senior subordinated or subordinated Permitted Additional Debt that was issued at such time; provided and (c) Notwithstanding the use foregoing and for the avoidance of such amounts doubt, nothing in clauses (1) and (2) this Section 11.7 shall be subject to no Default prohibit the repayment or prepayment of intercompany subordinated Indebtedness owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default having has occurred and is continuing at and the date Borrower has received a notice from the Administrative Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment, (i) substantially concurrent transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 11.1 after giving effect to such transfer or (ii) the prepayment, repurchase, redemption or other defeasance of the Senior Notes or any Permitted Additional Debt comprised of senior subordinated or subordinated Indebtedness with an aggregate amount not to exceed the Applicable Equity Amount (with the Applicable Equity Amount being re-computed as of the last day of the most recently ended Test Period as if such prepayment, repurchase, redemption or other defeasance or resulting therefrom, plus (3) had occurred on the Applicable Equity Amount at the time first day of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(iTest Period); and (ii) with the proceeds of Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 of the end of any accrual period ending after 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. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, to prepay, repurchase or redeem or otherwise defease prior to its scheduled maturity any Restricted IndebtednessIndebtedness 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 is secured on a junior basis to the Indebtedness incurred hereunder (or any Permitted Refinancing Indebtedness in respect thereof to the extent constituting Junior Debt) (such other Indebtedness or any Permitted Refinancing Indebtedness in respect thereof, “Junior Debt”) (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 (x) that, the Borrower and or any Restricted Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Restricted Indebtedness with the Net Cash Proceeds of Permitted Other Indebtedness that is unsecured or secured by a Lien ranking junior prior 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 its scheduled maturity any Junior Debt (i) in an aggregate amount from to the 2014 July Repricing Effective Date, when aggregated with (A) the aggregate amount of dividends paid extent permitted 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; 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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i10.1(l) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) exchange for or with the proceeds of any Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt RepaymentRefinancing Indebtedness, (ii) the making by converting or exchanging any Junior Debt to Qualified Equity Interests 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 of the end of any accrual period ending after the fifth anniversary of the Original Closing Date or Parent Entity, (iii) solely with respect to the prepayment2017 Unsecured Notes or the 2018 Unsecured Notes, repurchase or redemption open market purchases thereof with the proceeds of the PIK Notes with First Lien Facility, the net proceeds of Additional 2018 New Dollar Term Loans.Loans or other cash on hand, provided that upon consummation thereof, such Junior Debt is immediately cancelled and no longer outstanding, (iv) [reserved] or (v) owed to the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note; (b) The Borrower will not, without the consent of the Administrative Agent (which consent shall not waivebe unreasonably withheld, conditioned or delayed), amend, modifywaive, terminate seek consent for any action not permitted by or release modify the terms of any Restricted Indebtedness Junior Debt, other than amendments or modifications that (A) would not be materially adverse to the Lenders, taken as a whole (as determined in good faith by the Borrower), (B) otherwise comply with the definition of “Permitted Refinancing Indebtedness” that may be incurred to Refinance any such Indebtedness, (C) would have the effect of converting any Junior Debt to Qualified Equity Interests of a Parent Entity or (D) to the extent that any such waiveramendment or modification would not have been prohibited under this Agreement at the time such Permitted Refinancing Indebtedness, amendmentJunior Debt or documentation was first issued, modificationincurred or entered into, termination or release would be adverse to the Lenders in any material respect.as applicable; (c) Prior Notwithstanding anything in this Agreement to the Initial Term Loan Maturity Datecontrary, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay(i) voluntarily terminate or reduce any Commitments (as defined in the First Lien Credit Agreement) (in whole or in part) or (ii) amend, repurchasewaive, redeem seek consent for any action not permitted by or otherwise defease modify any of the terms of the First Lien Credit Agreement, any other First Lien Credit Document, 2017 Unsecured Indenture or acquire any Permitted Debt Exchange Notes unless the 2018 Unsecured Indenture, in each case, without the prior written consent of the Required Lenders; (d) Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section 10.7 shall prohibit (i) the repayment or prepayment of intercompany subordinated Indebtedness owed among the Borrower shall concurrently voluntarily prepay Term Loans and/or the Restricted Subsidiaries, in either case, unless an Event of Default pursuant to Section 5.1(a) on a pro rata basis among the Class 11.1 or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which 11.5 has occurred and is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired continuing and the denominator Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment, or (ii) substantially concurrent transfers of which credit positions in connection with intercompany debt restructurings so long as such Indebtedness is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to permitted by Section 10.1 after giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredtransfer.

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 any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted IndebtednessSubordinated Notes, any New Senior Notes, any PIK Notes, any PIK Refinancing Indebtedness or any PIK Refinancing Preferred Stock, as applicable (it being understood that any payment of principal prior to May 15, 2011, in the case of Subordinated Notes, August 15, 2011, in the case of New Senior Notes, and November 20, 2011, in the case of PIK Notes, respectively, shall be deemed a prepayment for purposes of this Section 10.7); provided, however, that (x) so long as no Default or Event of Default has occurred and is continuing, the US Borrower and any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease 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)(bSubordinated Notes (x) and (y) the Borrower or Restricted Subsidiary may prepay, repurchase or redeem Restricted Indebtedness (i) in for 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)), price not in excess of the sum of (1) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption, the Applicable Available Amount at the time of such prepayment, repurchase or redemption; , provided that to the use extent the Available Amount so utilized is attributable to Excess Cash Flow in accordance with clause (a)(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 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 (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 amounts in clauses prepayment, repurchase or redemption of Subordinated Notes pursuant to Section 5.1 or Section 5.2 hereof) or (y) with the proceeds of subordinated Indebtedness that (1) is permitted by Section 10.1 (other than Permitted Additional Subordinated Notes) and (2) shall be subject 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 having has occurred and continuing at 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 prepayment, repurchase, redemption or other defeasance or resulting therefrom, plus (3) the Applicable Equity Amount at the time of such prepaymentredemption, repurchase or redemption; for the avoidance of doubtretirement, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) 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 Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 exchange for, or with the “Optional Interest Repayment” provisions thereof as of proceeds from the end of issuance of, any accrual period ending after the fifth anniversary of the Original Closing Date PIK Refinancing Indebtedness or (iii) the prepayment, repurchase or redemption of the PIK Notes with the net proceeds of Additional 2018 New Dollar Term LoansRefinancing Preferred Stock permitted under this Agreement. (b) The Borrower PIK Holdco and Holdings, as applicable, will not pay any interest or dividends in cash on (x) any PIK Notes, Permitted Additional PIK Notes, PIK Refinancing Indebtedness or PIK Refinancing Preferred Stock prior to November 20, 2011 or (y) any New Senior Notes prior to August 15, 2007. (c) Neither the US Borrower, Holdings nor PIK Holdco, as applicable, will waive, amend, modify, terminate or release the Subordinated Note Indenture, the New Senior Notes Indenture or any Restricted Indebtedness PIK Notes Documents to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted IndebtednessPermitted Additional Debt comprised of senior subordinated or subordinated Indebtedness (it being understood that payments of regularly scheduled cash interest in respect of the Permitted Additional Debt shall be permitted); provided, however, that (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Restricted Indebtedness any such Permitted Additional Debt (A) with the Net Cash Proceeds proceeds of any Permitted Other Refinancing Indebtedness that is unsecured or secured any Permitted Additional Debt, (B) by a Lien ranking junior converting or exchanging any such Permitted Additional Debt to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(bStock (other than Disqualified Stock) and (y) of 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 any 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 its direct or indirect parent of the Borrower made pursuant to Section 10.5(mor (C) (in lieu of dividends permitted by Section 10.6(c))so long as, not in excess of the sum of after giving pro forma effect thereto, (1) $400,000,000 plus no Event of Default has occurred and is continuing, (2) if Available Commitment is not less than 15% of the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and then-effective Loan Limit (on a pro forma basis after giving effect, on a Pro Forma Basis, effect to 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 therefromdefeasance), plus and (3) as of the Applicable Equity Amount at the time of most recently ended fiscal quarter for which Section 9.1 Financials are available after giving pro forma effect to any such prepayment, repurchase repurchase, redemption or redemption; for defeasance, the avoidance of doubtConsolidated Total Debt to Consolidated EBITDAX Ratio is not greater than 3.00 to 1.00; (b) The Borrower will not amend or modify the documentation governing any senior subordinated or subordinated Permitted Additional Debt or the terms applicable thereto to the extent that (i) any such amendment or modification, dividends paid taken as a whole, would be adverse to the Administrative Agent or the Lenders in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in material respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and or (ii) with the proceeds provisions of the documentation governing any senior subordinated or subordinated Permitted Additional Debt. For , as so amended or modified, would not be permitted to be included in the documentation governing any senior subordinated or subordinated Permitted Additional Debt that was issued at such time; and (c) Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 of the end of any accrual period ending after 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. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, prohibit (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem repayment or otherwise defease or acquire any Permitted Debt Exchange Notes unless prepayment of intercompany subordinated Indebtedness owed among the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among and/or the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchangedSubsidiaries, in either case unless an amount not less than the product Event of (a) a fraction, the numerator of which Default has occurred and is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired continuing and the denominator Borrower has received a notice from the Administrative Agent instructing it not to make or permit the Borrower and/or the Subsidiaries to make any such repayment or prepayment or (ii) substantially concurrent transfers of which credit positions in connection with intercompany debt restructurings so long as such Indebtedness is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to permitted by Section 10.1 after giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredtransfer.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and the Borrower will not permit any of its Restricted Subsidiary Subsidiaries to, prepay, repurchase or redeem or otherwise defease any Restricted IndebtednessPermitted Additional Debt that is subordinated to the Obligations; provided, however, without limiting the prepayments, repurchases, redemptions and defeasances permitted pursuant to Section 10.1(z), that (x) 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 or any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease Restricted Indebtedness with the Net Cash Proceeds of such 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 Additional Debt: (i) in an aggregate amount from the 2014 July Repricing Effective Closing 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 (I) Investments made pursuant to Section 10.5(s) and (II) loans and advances to any direct or indirect parent holding company of the Borrower made pursuant to Section 10.5(m) (in lieu of dividends permitted by Section 10.6(c)10.5(l), not in excess of the sum of (1) $400,000,000 125,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; 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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(credemption plus (3) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds of Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 of the end of any accrual period ending after 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. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiverthe Consolidated Total Debt to Consolidated EBITDA Ratio is not greater than 4.75 to 1.00, amendmentboth before and after giving effect, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.-163-

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiary to, Subsidiaries to prepay, repurchase or repurchase, redeem or otherwise defease any Restricted IndebtednessSubordinated Indebtedness (it being understood that payments of regularly scheduled interest shall be permitted); provided, however, provided that (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease 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 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 not to exceed the 2014 July Repricing Effective Date, when aggregated with sum of (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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; 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 (3) the Applicable Available Equity Amount at the time of such prepayment, redemption, repurchase or redemption; for defeasance plus (B) the avoidance greater of doubt, dividends paid in reliance on and in compliance with Section 10.6(c(x) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); $25,000,000 and (iiy) with the proceeds 0.7% of Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict Consolidated Total Assets (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 measured as of the end of any accrual period ending after the fifth anniversary of the Original Closing Date or (iii) the date such prepayment, redemption, repurchase or redemption 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 PIK Notes 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 net proceeds Available Amount at the time of Additional 2018 New Dollar Term Loanssuch prepayment, redemption, repurchase or defeasance plus (D) the Remaining Dividends Amount at the time of such prepayment, redemption, repurchase or defeasance. (b) The Borrower will not, and will not permit any of the Restricted Subsidiaries to waive, amend, modify, terminate or release any Restricted Subordinated Indebtedness Documentation to the extent that any such waiver, amendment, modification, termination or release release, taken as a whole, would be adverse to the Lenders in any material respect.. 175 LPL – A&R Credit Agreement (c) Prior to Notwithstanding the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) foregoing and for the purpose avoidance of consummating a Permitted Debt Exchangedoubt, nothing in this Section 10.7 shall prohibit (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem repayment or otherwise defease or acquire any Permitted Debt Exchange Notes unless prepayment of intercompany subordinated Indebtedness owed among the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among and/or the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchangedRestricted Subsidiaries, in either case unless an amount not less than the product Event of (a) a fraction, the numerator of which Default has occurred and is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired continuing and the denominator Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment or (ii) substantially concurrent transfers of which credit positions in connection with intercompany debt restructurings so long as such Indebtedness is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to permitted by Section 10.1 after giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredtransfer.

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 any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted IndebtednessSubordinated Notes, any New Senior Notes or any PIK Notes, as applicable (it being understood that any payment of principal prior to May 15, 2011, in the case of Subordinated Notes, August 15, 2011, in the case of New Senior Notes, and November 20, 2011, in the case of PIK Notes, respectively, shall be deemed a prepayment for purposes of this Section 10.7); provided, however, that (x) so long as no Default or Event of Default has occurred and is continuing, the US Borrower and any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease 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)(bSubordinated Notes (x) and (y) the Borrower or Restricted Subsidiary may prepay, repurchase or redeem Restricted Indebtedness (i) in for 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)), price not in excess of the sum of (1) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption, the Applicable Available Amount at the time of such prepayment, repurchase or redemption; , provided that to the use extent the Available Amount so utilized is attributable to Excess Cash Flow in accordance with clause (a)(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 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 (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 amounts in clauses prepayment, repurchase or redemption of Subordinated Notes pursuant to Section 5.1 or Section 5.2 hereof) or (y) with the proceeds of subordinated Indebtedness that (1) is permitted by Section 10.1 (other than Permitted Additional Subordinated Notes) and (2) shall be subject 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 having has occurred and continuing at 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 prepayment, repurchase, redemption or other defeasance or resulting therefrom, plus (3) the Applicable Equity Amount at the time of such prepaymentredemption, repurchase or redemption; for the avoidance of doubtretirement, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) including contributions with the proceeds from any issuance of Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) equity securities by any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 of the end of any accrual period ending after the fifth anniversary of the Original Closing Date Parent Companies or (iii) the prepayment, repurchase or redemption of the PIK Notes with the net proceeds of Additional 2018 New Dollar Term LoansHoldings. (b) The Borrower PIK Holdco and Holdings, as applicable, will not pay any interest in cash on (x) any PIK Notes prior to November 20, 2011 or (y) any New Senior Notes prior to August 15, 2007. (c) Neither the US Borrower, Holdings nor PIK Holdco, as applicable, will waive, amend, modify, terminate or release the Subordinated Note Indenture, the New Senior Notes Indenture or any Restricted Indebtedness PIK Notes Documents to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, to prepay, repurchase or redeem or otherwise defease the Senior Unsecured Notes or the Senior Secured Notes (or any Restricted IndebtednessPermitted Refinancing Indebtedness in respect of any of the foregoing)(it being understood that payments of regularly-scheduled cash interest in respect of the Senior Unsecured Notes or the Senior Secured Notes (or any Permitted Refinancing Indebtedness in respect of any of the foregoing)); provided, however, that (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Restricted the Senior Unsecured Notes or the Senior Secured Notes (or any Permitted Refinancing Indebtedness with in respect of any of 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)(bforegoing) 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 in exchange for 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; 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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds of any Permitted Additional Debt. For Refinancing Indebtedness or (B) by converting or exchanging the Senior Unsecured Notes or the Senior Secured Notes (or any Permitted Refinancing Indebtedness in respect of any of the foregoing) to Qualified Equity Interests of the Borrower or any Parent Entity; (b) The Borrower will not amend or modify the Senior Unsecured Notes Indentures or the Senior Secured Notes Indentures that constitutes Material Indebtedness or the terms applicable thereto or the documentation governing any Permitted Refinancing Indebtedness thereof, other than amendments or modifications that (A) would not be materially adverse to the Lenders (as determined in good faith by the Borrower), taken as a whole, or (B) otherwise comply with the definition of “Permitted Refinancing Indebtedness” that may be incurred to Refinance any such Indebtedness; and (c) Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 of the end of any accrual period ending after 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. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, prohibit (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem repayment or otherwise defease or acquire any Permitted Debt Exchange Notes unless prepayment of intercompany subordinated Indebtedness owed among the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among and/or the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchangedRestricted Subsidiaries, in either case unless an amount not less than the product Event of (a) a fraction, the numerator of which Default has occurred and is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired continuing and the denominator Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment or (ii) substantially concurrent transfers of which credit positions in connection with intercompany debt restructurings so long as such Indebtedness is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to permitted by Section 10.1 after giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredtransfer.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted IndebtednessSenior Unsecured Subordinated Notes or Refinanced Senior Unsecured Subordinated Notes (it being understood that any payment of principal prior to the Senior Unsecured Subordinated Note Maturity Date shall be deemed a prepayment for purposes of this Section 10.7(a)) or other subordinated Indebtedness permitted hereunder; provided, however, that (x) so long as no Default or Event of Default has occurred and is continuing, the Borrower and or any Restricted Subsidiary may prepay, repurchase or redeem any Senior Unsecured Subordinated Notes or otherwise defease Restricted Indebtedness Refinanced Senior Unsecured Subordinated Notes (i) for an aggregate price which will not exceed, when taken together with the Net Cash Proceeds of Permitted Other Indebtedness that is unsecured or secured prepayments permitted by a Lien ranking junior to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(bsubclause (b) and below, (x) $25,000,000 plus (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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption, the Applicable Available 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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds of Permitted Additional Debt. For Refinanced Senior Unsecured Subordinated Notes or Indebtedness subordinated to the avoidance Obligations that is permitted by Section 10.1 and that has terms that, taken as a whole, are not materially less favorable to the Lenders than the Senior Unsecured Subordinated Notes or (iii) with the proceeds of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date 2017 Term Loans in connection with the Debt RepaymentRedemption, (ii) provided that the making proceeds of the 2017 Term Loans, together with cash on hand of the Borrower, may be used to pay any prepayment of accrued but and unpaid interest and/or original issue discount thereon or redemption premiums in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance connection with the “Optional Interest Repayment” provisions thereof as of the end of any accrual period ending after 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 LoansRedemption. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Except as permitted by Section 11.7(b), the Borrower will shall not, and will shall not permit the other Credit Parties to, make any Restricted Subsidiary toprepayment, repurchase, redemption or defeasance of the Senior Notes, any Permitted Junior Indebtedness, Permitted Junior Refinancing Indebtedness or any Permitted Additional Debt (it being understood that payments of regularly scheduled cash interest in respect of, payment of principal on the scheduled maturity date of, the Senior Notes, Permitted Junior Indebtedness (only to the extent permitted under the definition thereof), Permitted Junior Refinancing Indebtedness or Permitted Additional Debt shall be permitted prior to maturity, as applicable), except the Borrower or any Credit Party, as applicable, may: (i) after giving effect to any prepayment of Loans required by Section 5.2(e) as the result of a Non-Borrowing Base Disposition or Disposition of the Elk Hills Power Plant, as applicable, prepay, repurchase or repurchase, redeem or otherwise defease any Restricted Permitted Additional Debt, the Senior Notes, Permitted Second Lien Indebtedness or Permitted Junior Refinancing Indebtedness with an amount up to (w) for all Net Cash Proceeds obtained as consideration for a Non-Borrowing Base Disposition that total less than or equal to $500,000,000 when aggregated with all consideration obtained for Non-Borrowing Base Dispositions since the Seventh Amendment Effective Date, 75% multiplied by the sum of (A) such Net Cash Proceeds and (B) Permitted Additional Debt, Senior Notes, Permitted Second Lien Indebtedness or Permitted Junior Refinancing Indebtedness obtained as consideration for such Non-Borrowing Base Disposition (such amount reduced by any portion of the total consideration for such Disposition received by the Borrower or such other Credit Party in the form of Permitted Additional Debt, Senior Notes, Permitted Second Lien Indebtedness or Permitted Junior Refinancing Indebtedness; provided), however, that (x) for all Net Cash Proceeds obtained as consideration for a Non-Borrowing Base Disposition that total greater than $500,000,000 but less than or equal to $1,000,000,000 when aggregated with all consideration obtained for Non-Borrowing Base Dispositions since the Seventh Amendment Effective Date, 50% multiplied by the sum of (A) such Net Cash Proceeds and (B) Permitted Additional Debt, Senior Notes, Permitted Second Lien Indebtedness or Permitted Junior Refinancing Indebtedness obtained as consideration for such Non-Borrowing Base Disposition (such amount reduced by any portion of the total consideration for such Disposition received by the Borrower or such other Credit Party in the form of Permitted Additional Debt, Senior Notes, Permitted Second Lien Indebtedness or Permitted Junior Refinancing Indebtedness), (y) for all Net Cash Proceeds obtained as consideration for a Non-Borrowing Base Disposition that total greater than $1,000,000,000 when aggregated with all consideration obtained for Non-Borrowing Base Dispositions since the Seventh Amendment Effective Date, 25% multiplied by the sum of (A) such Net Cash Proceeds and (B) Permitted Additional Debt, Senior Notes, Permitted Second Lien Indebtedness or Permitted Junior Refinancing Indebtedness obtained as consideration for such Non-Borrowing Base Disposition (such amount reduced by any Restricted Subsidiary may portion of the total consideration for such Disposition received by the Borrower or such other Credit Party in the form of Permitted Additional Debt, Senior Notes, Permitted Second Lien Indebtedness or Permitted Junior Refinancing Indebtedness) or (z) for all Net Cash Proceeds obtained as consideration for a Disposition of the Elk Hills Power Plant, 50% multiplied by the sum of (A) such Net Cash Proceeds and (B) Permitted Additional Debt, Senior Notes, Permitted Second Lien Indebtedness or Permitted Junior Refinancing Indebtedness obtained as consideration for such Disposition (such amount reduced by any portion of the total consideration for such Disposition received by the Borrower or such other Credit Party in the form of Permitted Additional Debt, Senior Notes, Permitted Second Lien Indebtedness or Permitted Junior Refinancing Indebtedness). (ii) prepay, repurchase or repurchase, redeem or otherwise defease Restricted any Permitted Additional Debt, the Senior Notes, Permitted Second Lien Indebtedness or Permitted Junior Refinancing Indebtedness with an amount up to 100% multiplied by the sum of (x) Net Cash Proceeds plus (y) Permitted Additional Debt, Senior Notes, Permitted Second Lien Indebtedness or Permitted Junior Refinancing Indebtedness obtained as proceeds, in each case of any incurrence of Indebtedness permitted under Section 11.1(aa) (such amount reduced by any portion of the total proceeds of such incurrence received by the Borrower or such other Credit Party in the form of Permitted Additional Debt, Senior Notes, Permitted Second Lien Indebtedness or Permitted Junior Refinancing Indebtedness (which Permitted Additional Debt, Senior Notes, Permitted Second Lien Indebtedness or Permitted Junior Refinancing Indebtedness may comprise up to 100% of such total proceeds)); (iii) (x) prepay, repurchase, redeem or defease any Permitted Additional Debt, the Senior Notes, Permitted Second Lien Indebtedness or Permitted Junior Refinancing Indebtedness with the Net Cash Proceeds proceeds of Permitted Other Indebtedness that is unsecured or secured by a Lien ranking junior Revolving Loans in an amount not to exceed $300,000,000 in the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(b) aggregate for all such prepayments, repurchases, redemptions and defeasements and (y) following any Non-Borrowing Base Disposition that occurs on or after the Borrower or Restricted Subsidiary may prepay, repurchase or redeem Restricted Indebtedness (i) in an aggregate amount from the 2014 July Repricing Eighth Amendment Effective Date, when aggregated prepay, repurchase, redeem or defease any Permitted Additional Debt, the Senior Notes, Permitted Second Lien Indebtedness or Permitted Junior Refinancing Indebtedness with the proceeds of Revolving Loans in an amount equal to the positive difference, if any, between (A) the aggregate amount of dividends paid proceeds of such Non-Borrowing Base Disposition that would be permitted to be used to prepay, repurchase, redeem or defease any Permitted Additional Debt, Senior Notes, Permitted Second Lien Indebtedness or Permitted Junior Refinancing Indebtedness 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, 201511.7(a)(i) and (B) all loans and advances the amount of proceeds of such Non-Borrowing Base Disposition that were previously used to any direct prepay, repurchase, redeem or indirect parent of the Borrower made defease Permitted Additional Debt, Senior Notes Permitted Second Lien Indebtedness or Permitted Junior Refinancing Indebtedness pursuant to Section 10.5(m11.7(a)(i); (iv) (in lieu of dividends permitted by Section 10.6(c))prepay, not in excess repurchase, redeem, defease or exchange any Indebtedness for borrowed money at a discount to par with Net Cash Proceeds of the sum incurrence of, or exchange for, Indebtedness incurred under Section 11.1(cc); (v) prepay, repurchase, redeem, defease or exchange the Senior Notes, Permitted Additional Debt, any Permitted Junior Indebtedness or any Permitted Refinancing Indebtedness in respect of the foregoing with Net Cash Proceeds of any Permitted Refinancing Indebtedness issued or incurred to refinance such Indebtedness; and (vi) prepay, repurchase, redeem or defease the Senior Notes, Permitted Additional Debt, Permitted Junior Indebtedness, Permitted Junior Refinancing Indebtedness or any Permitted Refinancing Indebtedness in respect of the foregoing with an amount equal to the Specified Royalty Transaction Proceeds received by any Credit Party; provided, that (A) no prepayment, repurchase, redemption or defeasance of any Indebtedness pursuant to this Section 11.7(a)(vi) shall be permitted after July 31, 2020, (B) any Specified Royalty Transaction Proceeds that are utilized to prepay, repurchase, redeem, defease or exchange Indebtedness in accordance with this Section 11.7(a)(vi) are so applied in the following order of priority: (1) $400,000,000 plus first to any First Lien Second Out Junior Indebtedness, any Permitted Junior Refinancing Indebtedness in respect thereof or Permitted Refinancing Indebtedness in respect of the foregoing, (2) if second, after the Borrower shall be payment in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basisfull in cash of all outstanding obligations under clause (1), to any First Out Substitute Facility Indebtedness, any Permitted Junior Refinancing Indebtedness in respect thereof or any Permitted Refinancing Indebtedness in respect of the making foregoing, (3) third, after the payment in full in cash 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 all outstanding obligations under clauses (1) and (2), to any Permitted Second Lien Indebtedness, any Permitted Junior Refinancing Indebtedness in respect thereof or any Permitted Refinancing Indebtedness in respect of the foregoing, (4) fourth, after the payment in full in cash of all outstanding obligations under clauses (1), (2) and (3), to any Senior Notes, any Permitted Junior Refinancing Indebtedness in respect thereof or any Permitted Refinancing Indebtedness in respect of the foregoing and (5) fifth, after the payment in full in cash of all outstanding obligations under clauses (1), (2), (3) and (4), to any Permitted Additional Debt, any Permitted Junior Refinancing Indebtedness in respect thereof or any Permitted Refinancing Indebtedness in respect of the foregoing and (C) when the Specified Royalty Transaction Expiration Event has occurred with respect to any Specified Royalty Transaction, no prepayment, repurchase, redemption or defeasance of any Indebtedness pursuant to this Section 11.7(a)(vi) with the Specified Royalty Transaction Proceeds from such Specified Royalty Transaction shall thereafter be subject permitted (other than those for which an irrevocable tender or call offer was made prior to the occurrence of such Specified Royalty Transaction Expiration Event); provided that (1) after giving pro forma effect to such prepayment repurchase, redemption or defeasance, Liquidity is equal to $300,000,000 or greater, (2) no Default or Event of Default having has occurred and continuing is continuing, (3) after giving pro forma effect to such prepayment, repurchase, redemption or defeasance and any related pro forma adjustment (including, without limitation, any substantially concurrent incurrence of Indebtedness or Disposition and with such pro forma adjustments including the recalculation of PV-10 on a pro forma basis), the Borrower is in pro forma compliance with the Financial Performance Covenants set forth in Section 11.11, (4) in the case of any prepayment, repurchase, redemption, defeasance or exchange pursuant to Sections 11.7(a)(i) to (iv), the principal amount of such Indebtedness is prepaid, repurchased, redeemed or defeased at a discount to par (calculated for each prepayment, repurchase, redemption or defeasance on a weighted average basis giving effect (in addition to the discount in such prepayment, repurchase, redemption or defeasance) to any prior discount in prepayments, repurchases, redemptions or defeasances that have occurred from the first day of the calendar quarter in which such prepayment, repurchase, redemption or defeasance is consummated to the date such prepayment, repurchase, redemption or defeasance is consummated (it being understood that such calculation shall be made exclusive of any consideration paid to the holders of such Indebtedness in the form of Stock or the cash proceeds of Stock used to prepay, repurchase, redeem or defease such Indebtedness)) and (5) in the case of any prepayment, repurchase, redemption, defeasance or exchange with Net Cash Proceeds of Permitted Refinancing Indebtedness or Permitted Junior Refinancing Indebtedness, if such Permitted Refinancing Indebtedness or Permitted Junior Refinancing Indebtedness is secured by the Liens on the Collateral that secure the First Out Obligations, after giving pro forma effect to such prepayment, repurchase, redemption, defeasance or exchange there is no increase in the Consolidated Interest Charges as were in effect at the date Eighth Amendment Effective Date. Notwithstanding anything to the contrary contained in this Section 11.7(a), the Borrower may use the proceeds of Revolving Loans to prepay, repurchase, redeem or defease up to $100,000,000 aggregate principal amount of 2020 Notes and 2021 Notes after the Seventh Amendment Effective Date. For the avoidance of doubt, for the purposes of this Section 11.7(a), the amount of any Senior Notes, Permitted Second Lien Indebtedness or Permitted Junior Refinancing Indebtedness shall be calculated using the Fair Market Value of such Senior Notes, Permitted Second Lien Indebtedness or Permitted Junior Refinancing Indebtedness at the time of the prepayment, repurchase, redemption or defeasance thereof; (b) Notwithstanding the foregoing, nothing in Section 11.7(a) shall prohibit (i) the repayment or prepayment of intercompany subordinated Indebtedness owed among the Borrower and/or the Subsidiaries, in either case unless an Event of Default has occurred and is continuing and the Borrower has received a notice from the Administrative Agent instructing it not to make or permit the Borrower and/or the Subsidiaries to make any such repayment or prepayment, (ii) substantially concurrent transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 11.1 after giving effect to such transfer or (iii) the prepayment, repurchase, redemption or other defeasance of the Senior Notes, any Permitted Junior Indebtedness, any Permitted Junior Refinancing Indebtedness or resulting therefrom, plus any Permitted Additional Debt (3x) with the Applicable Equity Amount at amount of the time Net Cash Proceeds of the issuance or sale of Stock (other than Disqualified Stock) of the Borrower within four months of the issuance of such prepaymentStock (such amount, repurchase or redemption; for the avoidance of doubtan “Equity Funded Prepayment”), dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (iiy) with the proceeds of Revolving Loans in an amount equal to the positive difference, if any, between an Equity Funded Prepayment and the amount of such Equity Funded Prepayment that are actually used to prepay, repurchase, redeem or defease Permitted Additional Debt. For , Senior Notes, Permitted Second Lien Indebtedness or Permitted Junior Refinancing Indebtedness pursuant to the avoidance of doubt, nothing in this Section 10.7 shall restrict foregoing clause (ix) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect within four months of the Senior Interim PIK Loans and/or the PIK Notes related issuance of Stock or (z) in accordance with the “Optional Interest Repayment” provisions thereof as exchange for Stock (other than Disqualified Stock) of the end of any accrual period ending after 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.Borrower; and (bc) The Borrower will not waive, amend, modify, terminate amend or release modify the Senior Notes Documents or the documentation governing any Restricted Permitted Junior Indebtedness or any senior subordinated or subordinated Permitted Additional Debt or the terms applicable thereto to the extent that (i) any such waiver, amendment, amendment or modification, termination or release taken as a whole, would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem respect or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify provisions of the terms of any Permitted Debt Exchange Senior Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) Documents or the definition of “documentation governing any senior subordinated or subordinated Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (Additional Debt, as so amended or modified) were then being issued , would not be permitted to be included in the documentation governing any senior subordinated or incurredsubordinated Permitted Additional Debt at the time such Indebtedness was issued.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease prior to its scheduled maturity any Restricted IndebtednessPermitted Additional Debt or any other Indebtedness for borrowed money that is expressly subordinated in right of payment to or payment priority or is secured by a Junior Lien (or any Permitted Refinancing Indebtedness in respect thereof to the extent constituting Junior Debt) (such Permitted Additional Debt or other Indebtedness or any Permitted Refinancing Indebtedness in respect thereof, “Junior Debt”) (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 (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Restricted Indebtedness with the Net Cash Proceeds of Permitted Other Indebtedness that is unsecured or secured by a Lien ranking junior prior 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 its scheduled maturity any Junior 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 2014 July Repricing Effective date that is twenty-four (24) months after the Closing 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 31so long as, 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and immediately after giving effect, effect thereto on a Pro Forma Basis, to the making of such prepaymentRestricted Payment Conditions are satisfied (it being understood, 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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in that no prepayment, repurchase, redeemption or defeaseance prior to its scheduled maturity of any Junior Debt will be permitted to made on reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach 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 the Intercompany Note; provided, further, that, after giving effect to any adjustment of the Borrowing Base made pursuant to Section 10.7(a)(y)(i2.14(f) and any repayment of the Loans required in connection therewith, so long as no Event of Default then exists, the Borrower or any Restricted Subsidiary may make mandatory prepayments in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) any Junior Debt with the proceeds of the disposition of any assets that have been pledged to secure such Junior Debt; (b) The Borrower will not amend or modify the terms of any Junior Debt, other than amendments or modifications that (i) would otherwise comply with the definition of “Permitted Refinancing Indebtedness” that may be incurred to Refinance any such Indebtedness, (ii) would have the effect of converting any Junior Debt to Qualified Equity Interests or (iii) to the extent such amendment or modification would not have been prohibited under this Agreement at the time such Permitted Refinancing Indebtedness, Junior Debt or documentation was first issued, incurred or entered into, as applicable (it being understood that in no event shall such amendment or modification make earlier the final maturity date of such Indebtedness or reduce the Weighted Average Life to Maturity of such Indebtedness and, with respect to any Permitted Additional Debt. For Debt or Permitted Refinancing Indebtedness thereof, such analysis shall assume that the Agreement in effect at the time of such amendment or modification constituted the Agreement at the time when such Permitted Refinancing Indebtedness or Junior Debt was first issued, incurred or entered into, as applicable); and (c) Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 of the end of any accrual period ending after 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. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, prohibit (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem repayment or otherwise defease or acquire any Permitted Debt Exchange Notes unless prepayment of intercompany subordinated Indebtedness owed among the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among and/or the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchangedRestricted Subsidiaries, in either case, unless an amount not less than the product Event of (a) a fraction, the numerator of which Default has occurred and is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired continuing and the denominator Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment, or (ii) substantially concurrent transfers of which credit positions in connection with intercompany debt restructurings so long as such Indebtedness is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to permitted by Section 10.1 after giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredtransfer.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted Subordinated Indebtedness; providedPROVIDED, howeverHOWEVER, that (x) so long as no Default or Event of Default has occurred and is continuing, the Borrower and or any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease 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 Subordinated Indebtedness (ix) in for 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)), price not in excess of the sum of (1) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; provided , or (y) with the use proceeds of such amounts in clauses Subordinated Indebtedness that (1) is permitted by Section 10.1 (other than Section 10.1(A)(o)) and (2) shall be subject has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of such Subordinated Indebtedness being refinanced; PROVIDED, FURTHER, that so long as no Default or Event of Default having has occurred and is continuing at and the date of such prepaymentBorrower shall be in compliance, repurchaseon a pro forma basis, redemption or other defeasance or resulting therefrom, plus (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds covenant set forth in Section 11 (without giving effect to any waiver pursuant to clause (a) thereto or any application of Permitted Additional Debt. For clause (b) thereto and regardless of whether or not the avoidance of doubtRenewed Revolving Credit Commitment has been terminated), nothing in this Section 10.7 shall restrict (i) the Borrower or any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making of Restricted Subsidiary may defease 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 of the end of any accrual period ending after 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 LoansSubordinated Indebtedness within one year from final maturity. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Subordinated Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any the Restricted Subsidiary Subsidiaries to, voluntarily prepay, repurchase or redeem or otherwise defease any Restricted 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 (x) the Borrower and any the Restricted Subsidiary Subsidiaries may prepay, repurchase or redeem or otherwise defease 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 Junior Indebtedness (i) in an aggregate principal 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, (A) the greater of (x) $400,000,000 plus 160,000,000 and (2y) if 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 with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, Basis with a Consolidated Total Net Leverage Ratio not greater than (i) at any time prior to the making of such prepaymentQ2 2024 Financials Date, repurchase 1.75:1.00 or redemption(ii) at any time on or after the Q2 2024 Financials Date, the Applicable Amount at the time of such prepayment, repurchase or redemption; provided the use of such amounts in clauses (1) and 2.25:1.00 plus (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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase repurchase, redemption or redemptionother defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance 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 Permitted Additional Debtany 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 (v) 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. For Notwithstanding the avoidance of doubtforegoing, nothing in this Section 10.7 shall restrict prohibit (iA) 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 prepayment, repurchase, redemption such repayment or defeasance made after the Original Closing Date prepayment or (B) transfers of credit positions in connection with 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 intercompany debt restructurings so long as of the end of any accrual period ending such Indebtedness is permitted by Section 10.1 after 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 Loansgiving effect to such transfer. (b) The Borrower will not, and will not permit the Restricted Subsidiaries to waive, amend, modifyor modify any Material Indebtedness that is subordinated in right of payment to the Obligations, terminate or release any Restricted Indebtedness in each case, that to the extent that any such waiver, amendment, amendment or modification, termination or release taken as a whole, would be adverse to the Lenders in any material respect.respect other than in connection with (i) a refinancing or replacement of such Indebtedness permitted hereunder or (ii) in a manner expressly permitted by, or not prohibited under, the applicable intercreditor or subordination terms or agreement(s) governing the relationship between the Lenders, on the one hand, and the lenders or purchasers of the applicable subordinated Indebtedness, on the other hand; and (c) Prior to Notwithstanding the Initial Term Loan Maturity Dateabove, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any its Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless Subsidiaries may make AHYDO Catch-Up Payments relating to Indebtedness of the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredits Restricted Subsidiaries.

Limitations on Debt Payments and Amendments. (a) The Except as permitted by 11.7(b), the Borrower will shall not, and will shall not permit any Restricted Subsidiary the other Credit Parties to, prepay, repurchase or redeem or otherwise defease any Restricted Indebtedness; provided, however, that (x) the Borrower and any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; 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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds of Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) make any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the of Existing Senior Notes, any 2016 Term Loans, any Permitted Junior Indebtedness, any Permitted Additional Debt, or any Additional Pari Debt Repayment, (ii) the making it being understood that payments of any prepayment of accrued but unpaid regularly scheduled cash interest and/or original issue discount in respect of, payment of principal on the scheduled maturity date of, Existing Senior Interim PIK Loans and/or the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as of the end of any accrual period ending after the fifth anniversary of the Original Closing Date or (iii) the prepaymentNotes, repurchase or redemption of the PIK Notes with the net proceeds of Additional 2018 New Dollar 2016 Term Loans. , Permitted Junior Indebtedness (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness only to the extent that permitted under the definition thereof), Additional Pari Debt, Permitted Additional Debt shall be permitted prior to maturity, as applicable), except the Borrower or any such waiverCredit Party, amendmentas applicable, modification, termination or release would be adverse to the Lenders in any material respect.may: (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise redeem, defease or acquire exchange any Permitted Additional Pari Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of with 2017 Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than (determined on the product basis of (a) a fraction, the numerator of which is the aggregate outstanding principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted 2017 Term Loans and Additional Pari Debt Exchange then outstanding at such time) (prior to giving effect to such proposed prepaymentii) prepay, repurchase, redemptionredeem, defeasance defease or acquisitionexchange any Permitted Additional Debt, Existing Senior Notes, Permitted Junior Indebtedness or 2016 Term Loans with an amount up to: (A) for all Net Cash Proceeds obtained as consideration for a Non-Borrowing Base Disposition (other than a Disposition of the Elk Hills Power Plant) that total less than or equal to $500,000,000 when aggregated with all consideration obtained for Non-Borrowing Base Dispositions since the Effective Date, 100% multiplied by the sum of (x) such Net Cash Proceeds and (by) the aggregate principal amount (calculated on the face amount thereof) of Permitted Additional Debt, Existing Senior Notes, Permitted Junior Indebtedness or 2016 Term Loans as consideration for such Non-Borrowing Base Disposition (such amount reduced by any portion of the Class total consideration for such Disposition received by the Borrower or Classes from which such other Credit Party in the form of Permitted Debt Exchange Notes were exchanged then outstanding Additional Debt, Existing Senior Notes, Permitted Junior Indebtedness or 2016 Term Loans), (B) for all Net Cash Proceeds obtained as consideration for a Non-Borrowing Base Disposition (other than a Disposition of the Elk Hills Power Plant) that total greater than $500,000,000 but less than or equal to $1,000,000,000 when aggregated with all consideration obtained for Non-Borrowing Base Dispositions since the Effective Date, 50% multiplied by the sum of (x) such Net Cash Proceeds and (iiy) Permitted Additional Debt, Existing Senior Notes, Permitted Junior Indebtedness or 2016 Term Loans as consideration for such Non-Borrowing Base Disposition (such amount reduced by any portion of the total consideration for such Disposition received by the Borrower will not waiveor such other Credit Party in the form of Permitted Additional Debt, amend Existing Senior Notes, Permitted Junior Indebtedness or modify 2016 Term Loans); (C) for all Net Cash Proceeds obtained as consideration for a Non-Borrowing Base Disposition (other than a Disposition of the terms Elk Hills Power Plant) that total greater than $1,000,000,000 when aggregated with all consideration obtained for Non-Borrowing Base Dispositions since the Effective Date, 25% multiplied by the sum of (x) such Net Cash Proceeds and (y) Permitted Additional Debt, Existing Senior Notes, Permitted Junior Indebtedness or 2016 Term Loans as consideration for such Non-Borrowing Base Disposition (such amount reduced by any portion of the total consideration for such Disposition received by the Borrower or such other Credit Party in the form of Permitted Debt Exchange Notes Additional Debt, Existing Senior Notes, Permitted Junior Indebtedness or 2016 Term Loans); and (D) for all Net Cash Proceeds obtained as consideration for a Disposition of the Elk Hills Power Plant, 50% multiplied by the sum of (x) such Net Cash Proceeds and (y) Permitted Additional Debt, Existing Senior Notes, Permitted Junior Indebtedness or 2016 Term Loans as consideration for such Disposition (such amount reduced by any indenture pursuant to which portion of the total consideration for such Disposition received by the Borrower or such other Credit Party in the form of Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(aAdditional Debt, Existing Senior Notes, Permitted Junior Indebtedness or 2016 Term Loans), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.;

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and the Borrower will not permit any of its Restricted Subsidiary Subsidiaries to, prepay, repurchase or redeem or otherwise defease any Restricted IndebtednessPermitted Additional Debt that is subordinated to the Obligations; provided, however, without limiting the prepayments, repurchases, redemptions and defeasances permitted pursuant to Section 10.1(z), that (x) 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 or any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease Restricted Indebtedness with the Net Cash Proceeds of such 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 Additional Debt: (i) in an aggregate amount from the 2014 July Repricing Effective Closing 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 (I) Investments made pursuant to Section 10.5(s) and (II) loans and advances to any direct or indirect parent holding company of the Borrower made pursuant to Section 10.5(m) (in lieu of dividends permitted by Section 10.6(c)10.5(l), not in excess of the sum of (1) $400,000,000 125,000,000 plus (2) if the Borrower shall be in compliance with Applicable Equity Amount at the Senior Secured Leverage Testtime of such prepayment, repurchase or redemption 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 or redemption; provided (ii) with the use proceeds of such amounts in clauses (1) other Permitted Additional Debt; and (2iii) shall be subject in any amount so long as, both immediately before and after giving effect to no Default or Event of Default having occurred and continuing at the date of any such prepayment, repurchase, redemption or other defeasance defeasance, the Consolidated Total Debt to Consolidated EBITDA Ratio is less than or resulting therefromequal to 2.50 to 1.00. (b) Notwithstanding anything in this Agreement to the contrary, plus (3) to the Applicable Equity Amount at extent that the time of such prepayment, repurchase or redemption; redemption pursuant to this Section 10.7 is made from the proceeds of or in exchange for other Indebtedness (other than Indebtedness hereunder) 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. (c) 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, dividends paid in reliance on and in compliance with this Section 10.6(c) 10.7 shall not retroactively cause any breach limit or restrict the prepayment, repurchase, redemption or defeasance of this Section 10.7(a)(y)(ithe 2025 Notes. (d) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds of Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount “AHYDO catch-up payment” in respect of any Indebtedness permitted under Section 10.1 and any such “AHYDO catch-up payment” shall not reduce the Senior Interim PIK Loans and/or the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as of the end of any accrual period ending after the fifth anniversary of the Original Closing Date or (iiiamounts otherwise available under Section 10.7(a)(i) the prepayment, repurchase or redemption of the PIK Notes with the net proceeds of Additional 2018 New Dollar Term Loans. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness above. Notwithstanding anything to the extent that any such waivercontrary herein, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.Section

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted Indebtedness; provided, however, that (x) the Borrower and any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; 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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds of Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 of the end of any accrual period ending after 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. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary Subsidiaries to, prepay, repurchase, redeem or otherwise defease or make similar payments in respect of any Material Junior Debt (any such payments, “Junior Debt Payments”) on or prior to the date that occurs earlier than one year prior to the stated maturity date thereof (it being understood that payments of regularly scheduled interest, fees, expenses, indemnification obligations and 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 Debt Exchange Notes unless 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 shall concurrently voluntarily prepay Term Loans pursuant 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 Section 5.1(a) such prepayment, repurchase, redemption, defeasance, acquisition or other payment, the Borrower would be in compliance, on a pro rata basis among forma basis, with a Consolidated Total Debt to Consolidated EBITDA Ratio, calculated as of the Class last day of the Test Period most recently ended on or Classes prior to the date of Term Loans from which any such Permitted Debt Exchange Notes were exchangedpayment, 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 not to exceed the Available Amount at the time of such prepayment, repurchase, redemption, defeasance, acquisition or other 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, (C) in an aggregate amount not less than to exceed the product Available Equity Amount at the time of such prepayment, redemption, repurchase, defeasance, acquisition or other payment, (aD) a fractionin an aggregate amount not to exceed (x) the portion, if any, of the numerator of which is the aggregate principal amount (calculated Junior Debt Payment Amount, on the face amount thereofrelevant date of determination that the Borrower elects to apply pursuant to this clause (D) and (y) the portion, if any, of such Permitted Debt Exchange Notes that are proposed to be prepaidthe Restricted Payment Amount and/or the Available RP Capacity Amount, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereofrelevant date of determination that the Borrower elects to apply pursuant to this clause (D), (E) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepaymentany purchase, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) other acquisition or similar payment of Term Loans of the Class or Classes from which such Permitted Material Junior Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture Incurred pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.Section

Limitations on Debt Payments and Amendments. (a) The Borrower Each Loan Party will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted IndebtednessSubordinated Indebtedness held by a Person other than a Loan Party; provided, however, that (x) the Borrower and any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; provided the use of such amounts in clauses (1) and (2) shall be subject to so long as no Default or Event of Default having shall have occurred and be continuing at the date of such prepayment, repurchase, redemption or other defeasance or resulting therefromwould result after giving effect thereto, plus (3) the Applicable Equity Amount at the time of such prepaymentany Loan Party or any Restricted Subsidiary may prepay, repurchase or redemption; redeem Subordinated Indebtedness if either (A) both (1) Excess Availability is greater than the higher of (x) 15% of the Commitments and (y) $150,000,000 and (2) the Pro Forma Consolidated Fixed Charge Coverage Ratio for the avoidance most recent Test Period for which financial statements have been delivered pursuant to clause (a) or (b) of doubt, dividends paid in reliance on and in compliance with Section 10.6(c10.1.1 is greater than 1.0 to 1.0 or (B) shall not retroactively cause any breach Excess Availability is greater than the higher of this Section 10.7(a)(y)(i(1) in respect 20% of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); the Commitments and (ii2) with the proceeds of Permitted Additional Debt. For the avoidance of doubt$210,000,000, nothing in this Section 10.7 shall restrict (i) any each case after giving effect to such prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection other defeasance, with 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 of the end of any accrual period ending after 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 LoansSubordinated Indebtedness that (A) is permitted by Section 10.2.1(b) (other than Section 10.2.1(b)(xiv)) and (B) has terms not materially less advantageous to the Lenders than those of such Subordinated Indebtedness being refinanced. (b) The Borrower Each Loan Party will not, and will not permit any Restricted Subsidiary to, waive, amend, modify, terminate or release any Restricted Subordinated Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the The Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Canadian Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire make any Permitted Debt Exchange Notes unless payment with respect to the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among Subordinated Indebtedness covered by the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than Subordination Agreement except for the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) discharge of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and Subordinated Indebtedness as permitted under the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredSubordination Agreement.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, (i) prepay, repurchase or redeem or otherwise defease any Restricted Indebtedness; provided, however, that portion of the Subordinated Loans or (xii) the Borrower and any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease Restricted Indebtedness any Subordinated Notes; PROVIDED, HOWEVER, that (A) the Borrower may prepay the principal of, and accrued interest on, the Subordinated Loans with Revolving Credit Loans as contemplated by this Agreement and may prepay the remainder of the principal of, and accrued interest on, the Subordinated Loans 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) Subordinated Notes and (yB) so long as no Default or Event of Default has occurred and is continuing, the Borrower or Restricted Subsidiary may prepay, repurchase or redeem Restricted Indebtedness Subordinated Notes (ix) in for 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)), price not in excess of the sum of (1) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption, the Applicable Available 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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (iiy) with the proceeds of Permitted Additional Debt. For subordinated Indebtedness that (1) is permitted by Section 10.1 and (2) has terms material to the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect interests of the Senior Interim PIK Loans and/or Lenders not materially less advantageous to the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as Lenders than those of the end of any accrual period ending after 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 LoansSubordinated Notes. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness the Subordinated Loan Agreement or the Subordinated Note Indenture to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the The Borrower will not waive, amend amend, modify, terminate or modify release the terms Certificate of Designations relating to the Junior Preferred Stock or the 1999 Junior Preferred Stock to the extent that any Permitted Debt Exchange Notes such waiver, amendment, modification, termination or any indenture pursuant release would be adverse to which such Permitted Debt Exchange Notes have been issued the Lenders in any manner inconsistent material respect, PROVIDED that the Borrower shall be entitled to make appropriate modifications to the Certificate of Designations consistent with the terms clause (b) of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” the term Replacement Preferred Stock or that would result in a Default hereunder if such Permitted Debt Exchange Notes (connection with the issuance of the Replacement Preferred Stock as so amended or modified) were then being issued or incurredcontemplated by Section 10.6(a).

Limitations on Debt Payments and Amendments. (a) The Neither the Borrower nor Newco 4 will not, and will not permit any Restricted Subsidiary to, (i) prepay, repurchase or redeem or otherwise defease any Restricted Indebtedness; provided, however, that portion of the Subordinated Bridge Facility or (xii) the Borrower and any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease Restricted Indebtedness any Subordinated Notes; PROVIDED, HOWEVER, that (A) Newco 4 may prepay the principal of, and accrued interest on, the Subordinated Bridge Facility with the Net Cash Proceeds of Permitted Other Indebtedness the Subordinated Notes or any refinancing or replacement of the Subordinated Bridge Facility that is unsecured or secured by a Lien ranking junior has terms material to the Lien securing interests of the Obligations incurred in accordance with Section 10.1(bb)(i)(b) Lenders not materially less advantageous to the Lenders than the terms contemplated by the definition of the term "Subordinated Bridge Facility" and (yB) so long as no Default or Event of Default has occurred and is continuing, the Borrower or Restricted Subsidiary may prepay, repurchase or redeem Restricted Indebtedness Subordinated Notes (ix) in for 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)), price not in excess of the sum of (1) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption, the Applicable Available 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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (iiy) with the proceeds of Permitted Additional Debt. For subordinated Indebtedness that (1) is permitted by Section 10.1 and (2) has terms material to the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect interests of the Senior Interim PIK Loans and/or Lenders not materially less advantageous to the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as Lenders than those of the end of any accrual period ending after 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 LoansSubordinated Notes. (b) The Neither the Borrower nor Newco 4 will not waive, amend, modify, terminate or release any Restricted Indebtedness the documentation pursuant to which the Subordinated Loans were made or the Subordinated Note Indenture to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, to prepay, repurchase or redeem or otherwise defease prior to its scheduled maturity any Restricted IndebtednessIndebtedness for borrowed money that is expressly subordinated in right of payment to the Indebtedness incurred hereunder (or any Permitted Refinancing Indebtedness in respect thereof to the extent constituting Junior Debt) (such other Indebtedness or any Permitted Refinancing Indebtedness in respect thereof, “Junior Debt”) (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 (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Restricted Indebtedness with the Net Cash Proceeds of Permitted Other Indebtedness that is unsecured or secured by a Lien ranking junior prior 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 its scheduled maturity any Junior Debt (i) in an aggregate amount from exchange for or with the 2014 July Repricing Effective Dateproceeds of any Permitted Refinancing Indebtedness, when aggregated with (Aii) the aggregate amount of dividends paid pursuant by converting or exchanging any Junior Debt 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 Qualified Equity Interests of the Borrower made pursuant to Section 10.5(mor any Parent Entity, (iii) (in lieu of dividends permitted by Section 10.6(c))so long as, not in excess of the sum of (1) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and immediately after giving effect, effect thereto 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; provided the use of such amounts in clauses (1A) and (2) shall be subject to no Default or Event of Default having has occurred and continuing at is continuing, (B) no Loan Limit Deficiency exists and (C) Liquidity is not less than 10.0% of the date of then effective Borrowing Base (on a Pro Forma Basis immediately after giving effect to such prepayment, repurchase, redemption or other defeasance defeasance) or resulting (iv) so long as no Event of Default shall have occurred and be continuing or would result therefrom, plus (3) in an aggregate amount not to 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 the Borrower or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) Restricted Subsidiary may make mandatory prepayments in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) any Junior Debt with the proceeds of the disposition of any assets that have been pledged to secure such Junior Debt; (b) The Borrower will not amend or modify the terms of any Junior Debt, other than amendments or modifications that (A) would not be materially adverse to the Lenders, taken as a whole (as determined in good faith by the Borrower), (B) otherwise comply with the definition of “Permitted Additional Debt. For Refinancing Indebtedness” that may be incurred to Refinance any such Indebtedness, (C) would have the effect of converting any Junior Debt to Qualified Equity Interests of the Borrower or a Parent Entity or (D) to the extent such amendment or modification would not have been prohibited under this Agreement at the time such Permitted Refinancing Indebtedness, Junior Debt or documentation was first issued, incurred or entered into, as applicable; and (c) Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 of the end of any accrual period ending after 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. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, prohibit (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem repayment or otherwise defease or acquire any Permitted Debt Exchange Notes unless prepayment of intercompany subordinated Indebtedness owed among the Borrower shall concurrently voluntarily prepay Term Loans and/or the Restricted Subsidiaries, in either case, unless an Event of Default pursuant to Section 5.1(a) on a pro rata basis among the Class 11.1 or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which 11.5 has occurred and is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired continuing and the denominator Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment or (ii) substantially concurrent transfers of which credit positions in connection with intercompany debt restructurings so long as such Indebtedness is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to permitted by Section 10.1 after giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredtransfer.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, to prepay, repurchase or redeem or otherwise defease (i) any Restricted IndebtednessIndebtedness 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 (iii) the Permitted Second Lien Obligations (such other Indebtedness described in the immediately preceding clauses (i) through (iii), collectively, “Junior Debt”) (it being understood that regularly-scheduled payments in respect of such Junior Debt shall be permitted); provided, however, that (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease 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 any such Junior Debt (A) in exchange for or with the aggregate amount proceeds 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 31any Permitted Refinancing Indebtedness, 2015) and (B) all loans and advances by converting or exchanging any such Indebtedness to any direct Qualified Equity Interests of the Borrower, or indirect parent (C) in connection with (1) the conversion of certain Permitted Second Lien Obligations into Equity Interests of the Borrower made pursuant to Section 10.5(m) (in lieu of dividends permitted by Section 10.6(c)), not in excess Article XI of the sum of (1) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage TestPermitted Second Lien Credit Agreement, 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; 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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds of Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect incurrence of the Senior Interim PIK Loans and/or Term Loan Take Back Debt (as defined in the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as of the end of any accrual period ending after 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.Permitted Second Lien Credit Agreement); (b) The Borrower will not waiveamend or modify the documentation governing any Junior Debt that constitutes Material Indebtedness or the terms applicable thereto, amend, modify, terminate or release any Restricted if the effect of such amendment is (i) to cause such Material Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse mature prior to the Lenders in Obligations, (ii) to cause such Material Indebtedness to require cash payments of interest prior to the Maturity Date or (iii) to cause such Material Indebtedness to provide for any material respect.scheduled amortization or mandatory prepayments prior to the Maturity Date; provided that such amendment or modification must otherwise be permitted by the Amended and Restated Intercreditor Agreement; and (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the The Borrower will not, and will not permit any Restricted Subsidiary to, prepayamend, repurchaserestate, redeem supplement or otherwise defease or acquire modify their respective organizational documents, in each case, in a manner that is materially adverse to the Lenders (in their capacities as such) without obtaining the prior written consent of the Administrative Agent; provided that nothing in this clause (c) shall prohibit any Permitted Debt Exchange Notes unless modification of the organizational documents of the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among in connection with the Class issuance or Classes conversion of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fractionSpecified Preferred Stock, the numerator of which is Term Loan Conversion (as defined in and contemplated by the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaidSecond Lien Credit Agreement), repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect incurrence of the relevant Permitted Term Loan Take Back Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurreddefined in the Permitted Second Lien Credit Agreement).

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted Indebtedness; provided, however, that (x) the Borrower and any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; 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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds of Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 of the end of any accrual period ending after 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. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary Subsidiaries to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes make similar payments in respect of the relevant Permitted Debt Exchange then outstanding (any Junior Financing prior to its stated maturity (it being understood that payments of regularly scheduled interest, fees, expenses, indemnification obligations and, so long as no Event of Default under Section 7.01(a), (b), (h) or (i) 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 Equity Interests of the Borrower and (iii) (A) so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) after giving pro forma effect to such proposed prepayment, repurchase, redemption, defeasance defeasance, acquisition or acquisition) other payment, the Borrower would be in compliance, on a pro forma basis, with a Consolidated First Xxxx Xxxxx Leverage 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 (b) the aggregate principal amount (calculated any other transactions being consummated in connection therewith occurred on the face amount thereof) first day of Term Loans such Test Period, of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.no greater than 3.00:1.00 after giving pro forma effect thereto,

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted Subordinated Indebtedness; providedPROVIDED, howeverHOWEVER, that (x) so long as no Default or Event of Default has occurred and is continuing, the Borrower and or any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease 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 Subordinated Indebtedness (ix) in for 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)), price not in excess of the sum of (1) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; provided , or (y) with the use proceeds of such amounts in clauses Subordinated Indebtedness that (1) is permitted by Section 10.1 (other than Section 10.1(A)(o)) and (2) shall be subject has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of such Subordinated Indebtedness being refinanced; PROVIDED, FURTHER, that so long as no Default or Event of Default having has occurred and is continuing at and the date of such prepaymentBorrower shall be in compliance, repurchaseon a pro forma basis, redemption or other defeasance or resulting therefrom, plus (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds covenant set forth in Section 11 (without giving effect to any waiver pursuant to clause (a) thereto or any application of Permitted Additional Debt. For clause (b) thereto and regardless of whether or not the avoidance of doubtRevolving Credit Commitment has been terminated), nothing in this Section 10.7 shall restrict (i) the Borrower or any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making of Restricted Subsidiary may defease 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 of the end of any accrual period ending after 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 LoansSubordinated Indebtedness within one year from final maturity. (b) The Holdings and the Borrower will not waive, amend, modify, terminate or release any Restricted Subordinated Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease the Senior Notes or any Restricted IndebtednessPermitted Additional Debt comprised of senior subordinated or subordinated Indebtedness (it being understood that payments of regularly scheduled cash interest in respect of the Senior Notes or such Permitted Additional Debt shall be permitted); provided, however, that (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Restricted Indebtedness the Senior Notes or any such Permitted Additional Debt (A) with the Net Cash Proceeds proceeds of any Permitted Other Indebtedness that is unsecured Refinancing Indebtedness, (B) by converting or secured by a Lien ranking junior exchanging the Senior Notes or any such Permitted Additional Debt to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(bStock (other than Disqualified Stock) and (y) of 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 any 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 its direct or indirect parent of the Borrower made pursuant to Section 10.5(mor (C) (in lieu of dividends permitted by Section 10.6(c))so long as, not in excess of the sum of after giving pro forma effect thereto, (1) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before no Event of Default has occurred 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; provided the use of such amounts in clauses (1) is continuing and (2) shall be subject Available Commitment is not less than 10% of the then effective Loan Limit (on a pro forma basis after giving effect to no Default or Event of Default having occurred and continuing at the date of such prepayment, repurchase, redemption or other defeasance defeasance); (b) The Borrower will not amend or resulting therefrommodify the Indenture or the documentation governing any senior subordinated or subordinated Permitted Additional Debt or the terms applicable thereto to the extent that (i) any such amendment or modification, plus (3) taken as a whole, would be adverse to the Applicable Equity Amount at the time of such prepayment, repurchase Lenders in any material respect or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds provisions of the Indenture or the documentation governing any senior subordinated or subordinated Permitted Additional Debt. For , as so amended or modified, would not be permitted to be included in the documentation governing any senior subordinated or subordinated Permitted Additional Debt that was issued at such time; and (c) Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section 10.7 shall restrict prohibit (i) the repayment or prepayment of intercompany subordinated Indebtedness owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default has occurred and is continuing and the Borrower has received a notice from the Administrative Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making substantially concurrent transfers of any prepayment of accrued but unpaid interest and/or original issue discount credit positions in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance connection with the “Optional Interest Repayment” provisions thereof intercompany debt restructurings so long as of the end of any accrual period ending such Indebtedness is permitted by Section 10.1 after the fifth anniversary of the Original Closing Date giving effect to such transfer or (iii) the prepayment, repurchase repurchase, redemption or redemption other defeasance of the PIK Senior Notes or any Permitted Additional Debt comprised of senior subordinated or subordinated Indebtedness with an aggregate amount not to exceed the Applicable Equity Amount (with the net proceeds of Additional 2018 New Dollar Term Loans. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect Applicable Equity Amount being re-computed as of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to last day of the most recently ended Test Period as if such proposed prepayment, repurchase, redemption, redemption or other defeasance or acquisition) and (b) the aggregate principal amount (calculated had occurred on the face amount thereof) first day of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(aTest Period), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted Subordinated Indebtedness; provided, however, that (x) the Borrower and any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; provided the use of such amounts in clauses (1) and (2) shall be subject to so long as no Default or Event of Default having shall have occurred and be continuing at the date of such prepayment, repurchase, redemption or other defeasance or resulting therefromwould 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 Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and or (ii) with the proceeds of Permitted Additional Debt. For Subordinated Indebtedness that (A) is permitted by Section 10.1(B) (other than Section 10.1(B)(o)) and (B) has terms material to the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect interests of the Senior Interim PIK Loans and/or Lenders not materially less advantageous to the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as Lenders than those of the end of any accrual period ending after 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 Loanssuch Subordinated Indebtedness being refinanced. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Subordinated Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease prior to its scheduled maturity any Restricted Permitted Additional Debt, any Material Indebtedness, Permitted Pari Term Loan Debt or any other Indebtedness for borrowed money that is expressly subordinated in right of payment to or payment priority or is secured by a Junior Lien (or any Permitted Refinancing Indebtedness in respect thereof to the extent constituting Permitted Additional Debt, any Material Indebtedness, Permitted Pari Term Loan Debt) (such Permitted Additional Debt, Material Indebtedness, Permitted Pari Term Loan Debt or other Indebtedness or any Permitted Refinancing Indebtedness in respect thereof, “Other Debt”) (for the avoidance of doubt, it being understood that payments of regularly-scheduled cash interest in respect of Other Debt and any AHYDO payments, to the extent permitted to be included in such Other Debt, shall be permitted unless expressly prohibited by the terms of the documents governing any such subordination) (any of the foregoing, an “Other Debt Payment”); provided, however, that (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Restricted Indebtedness prior to its scheduled maturity any Other Debt: (i) so long as no Event of Default exists, substantially contemporaneously with its receipt of (and in an amount up to) any cash proceeds from an issuance or sale of, or in exchange for, (A) any Term Loans hereunder (solely in the Net Cash Proceeds case of Other Debt Payments in respect of Permitted Secured Debt and, prior to October 30, 2024, Permitted Unsecured Debt), (B) Permitted Unsecured Debt, (C) Permitted Pari Term Loan Debt (solely in the case of Other Indebtedness that is unsecured Debt Payments in respect of Permitted Pari Term Loan Debt and prior to October 30, 2024, Permitted Unsecured Debt, and not for Permitted Junior Lien Debt), (D) Permitted Junior Lien Debt or secured (E) Permitted Refinancing Indebtedness, (ii) by converting or exchanging any Other Debt to Qualified Equity Interests, (iii) in cash so long as, immediately after giving effect thereto on a Lien ranking junior 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 Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(b) and (y) the Borrower or any Restricted Subsidiary may prepayto the extent not prohibited by the subordination provisions contained in the Intercompany Note; provided, repurchase or redeem Restricted Indebtedness (i) in an aggregate amount from the 2014 July Repricing Effective Datefurther, 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 31that, 2015) and (B) all loans and advances after giving effect to any direct or indirect parent adjustment of the Borrower Borrowing Base made pursuant to Section 10.5(m2.14(f) (in lieu of dividends permitted by Section 10.6(c)), not in excess and any repayment of the sum of (1) $400,000,000 plus (2) if Loans required in connection therewith, so long as the Restricted Payment Conditions are satisfied on a pro forma basis, the Borrower shall be or any Guarantor may make mandatory prepayments in compliance respect of any Other Debt with the Senior Secured Leverage Testproceeds of the disposition of any assets that have been pledged to secure such Other Debt; (b) The Borrower will not amend or modify the terms of any Other Debt, both before and after giving effectother than amendments or modifications that (i) would otherwise comply with the definition of “Permitted Refinancing Indebtedness” that may be incurred to Refinance any such Indebtedness, on a Pro Forma Basis, (ii) would have the effect of converting any Other Debt to Qualified Equity Interests or (iii) to the making extent such amendment or modification would not have been prohibited under this Agreement at the time such Permitted Refinancing Indebtedness, Other Debt or documentation was first issued, incurred or entered into, as applicable (it being understood that in no event shall such amendment or modification (x) make earlier the final maturity date of such prepaymentIndebtedness or reduce the Weighted Average Life to Maturity of such Indebtedness or (y) shall include any financial maintenance covenants that are more restrictive than the financial maintenance covenants under the Credit Documents or prohibit prior repayment or prepayment of the Loans and the covenants and events of default applicable to such Other Debt shall not be more restrictive to the Borrower and its Subsidiaries than the covenants and events of default under the Credit Documents, repurchase taken as a whole; in each case, as reasonably determined by the Borrower in good faith, unless such covenants or redemptionevents of default are incorporated into this Agreement, and (z) with respect to any Permitted Additional Debt, Permitted Pari Term Loan Debt or Permitted Refinancing Indebtedness in respect thereof, such analysis shall assume that the Applicable Amount Agreement in effect at the time of such prepayment, repurchase amendment or redemption; provided modification constituted 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 (3) the Applicable Equity Amount Agreement at the time of when such prepaymentPermitted Refinancing Indebtedness or Other Debt was first issued, repurchase incurred or redemption; for the avoidance of doubtentered into, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(ias applicable); and (c) Notwithstanding the foregoing and (ii) with the proceeds of Permitted Additional Debt. For for the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 of the end of any accrual period ending after 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. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, prohibit (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem repayment or otherwise defease or acquire any Permitted Debt Exchange Notes unless prepayment of intercompany subordinated Indebtedness owed among the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among and/or the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchangedRestricted Subsidiaries, in either case, unless an amount not less than the product Event of (a) a fraction, the numerator of which Default has occurred and is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired continuing and the denominator Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment, or (ii) substantially concurrent transfers of which credit positions in connection with intercompany debt restructurings so long as such Indebtedness is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to permitted by Section 10.1 after giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredtransfer.

Limitations on Debt Payments and Amendments. (a) The Parent Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted IndebtednessSenior Subordinated Notes or any other Permitted Additional Debt that is subordinated to the Obligations; provided, howeverthat, that (x) 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 or any Restricted Subsidiary may prepay, repurchase or redeem Senior Subordinated Notes or otherwise defease Restricted Indebtedness with the Net Cash Proceeds of such 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 Additional Debt: (i) in an aggregate amount from the 2014 July Repricing Effective Original Closing 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 (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) (in lieu of dividends permitted by Section 10.6(c)), not in excess of the sum of (1) $400,000,000 150,000,000 plus (2) if the Borrower shall be in compliance with Applicable Equity Amount at the time of such prepayment, repurchase or redemption plus (3) to the extent the Consolidated Senior Secured Leverage TestDebt 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; provided ; (ii) in the use case of such amounts Senior Subordinated Notes, with the proceeds of the Permitted Additional Debt as described in clauses clause (1b) and of the definition of the term Senior Subordinated Notes; (2iii) shall be subject to no Default or Event if as of Default having occurred and continuing at the date of such prepayment, repurchase, redemption or other defeasance or resulting therefrom, plus (3) the Applicable Equity Amount at the time of any such prepayment, repurchase or redemption; for , and after giving effect thereto, on a pro forma basis using the avoidance most recent calculation of doubtthe Borrowing Base immediately prior to any such payment, dividends paid in reliance on and in compliance with Section 10.6(c) the Excess Availability shall not retroactively cause any breach be less than thirty percent (30%) of this Section 10.7(a)(y)(ithe Total Revolving Credit Commitment; or (iv) in respect the case of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) Permitted Additional Debt, with the proceeds of other Permitted Additional Debt. Provided, further that, to the extent that the Indebtedness being prepaid, repurchased or redeemed pursuant to this clause (a) is evidenced or governed by the Senior Subordinated Notes and such prepayment, repurchase or redemption is made from the proceeds of other Indebtedness incurred by the Parent Borrower or its Restricted Subsidiaries, if such other Indebtedness is by its terms to be subordinated to any Indebtedness, such other Indebtedness shall be subordinated to the Obligations on substantially the same terms as provided for in the Senior Subordinated Notes being prepaid, repurchased or redeemed or as are more favorable to Agents and Lenders. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount “AHYDO catch-up payment” in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as of the end of any accrual period ending after 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 LoansSubordinated Notes. (b) The Parent Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness Senior Subordinated Notes or Permitted Additional Debt that is subordinated to the Obligations or, in each case, the terms applicable thereto, to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, prepay, repurchase or repurchase, redeem or otherwise defease or make similar payments in respect of any Restricted IndebtednessMaterial Junior Debt (any such payments, “Junior Debt Payments”) on or prior to the date that occurs earlier than six months prior to the stated maturity date thereof (it being understood that payments of regularly scheduled interest, fees, expenses, indemnification obligations and, so long as no Event of Default under Section 11.1 or Section 11.5 is continuing or would result therefrom, AHYDO Catch Up Payments shall be permitted); provided, however, that (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or redeem repurchase, redeem, defease, acquire or otherwise defease 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 make payments on any such Indebtedness (i) with the proceeds of any Permitted Refinancing Indebtedness in an aggregate amount from respect of such Indebtedness, (ii) by converting or exchanging any such Indebtedness to Capital Stock of the 2014 July Repricing Effective Date, when aggregated with Borrower and (iii) (A) the aggregate amount of dividends paid pursuant to Section 10.6(cso long as (x) 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; provided the use of such amounts in clauses (1) and (2) shall be subject to no Default or Event of Default having has occurred and is continuing at the date of or would result therefrom and (y) after giving pro forma effect to such prepayment, repurchase, redemption redemption, defeasance, acquisition or other defeasance payment, the Borrower would be in compliance, on a pro forma basis, with a Consolidated Total Net Leverage Ratio, calculated as of the last day of the Test Period most recently ended on or resulting therefromprior to the date of any such payment, plus (3) the Applicable Equity Amount at the time of as if such prepayment, repurchase 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 2.75:1.00 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), (E) any purchase, repurchase, redemption; for , 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 avoidance funds utilized to consummate the transaction or series of doubtrelated 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), dividends paid in reliance on 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, (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 compliance with Section 10.6(c10.1, and (G) shall not retroactively cause the payment, redemption, repurchase, retirement, termination or cancellation of Indebtedness within 60 days of the date of the Redemption Notice if, at the date of any breach payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (the “Redemption Notice”), such payment, redemption, repurchase, retirement termination or cancellation would have complied with another provision of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i10.7(a); provided that such payment, redemption, repurchase, retirement termination or cancellation shall reduce capacity under such other provision. Notwithstanding the foregoing and (ii) with the proceeds of Permitted Additional Debt. For for the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date prohibit substantially concurrent transfers of credit positions in connection with 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 intercompany debt restructurings so long as of the end of any accrual period ending such Indebtedness is permitted by Section 10.1 after 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 Loansgiving pro forma effect to such transfer. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit permit, any of the Restricted Subsidiary Subsidiaries to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify any term or condition in any Junior Debt Documentation to the extent that (i) any such waiver, amendment or modification, taken as a whole, would be materially adverse to the interests of the Lenders or (ii) violate the terms of the applicable intercreditor or subordination agreement. For purposes of determining compliance with this Section 10.7, (A) Junior Debt Payments need not be made solely by reference to one category of Junior Debt Payments permitted by this Section 10.7 but are permitted to be made in part under any Permitted combination thereof and of any other available exemption, (B) in the event that any Junior Debt Exchange Notes Payment (or any indenture pursuant to which portion thereof) meets the criteria of one or more of the categories of Junior Debt Payments permitted by this Section 10.7, the Borrower shall, in its sole discretion, classify or reclassify such Permitted Junior Debt Exchange Notes have been issued Payment (or any portion thereof) in any manner inconsistent with that complies the terms definition thereof and (C) in the event that a portion of any Junior Debt Payment could be classified as having been made pursuant to Section 2.15(a10.7(a)(iii) above (giving pro forma effect to the making of such Junior Debt Payment), 10.1(ccthe Borrower, in its sole discretion, may classify such portion of such Junior Debt Payments as having been made pursuant to Section 10.7(a)(iii) above and thereafter the remainder of such Junior Debt Payment or as having been made pursuant to one or more of the definition other clauses of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredthis Section 10.7.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any the Restricted Subsidiary Subsidiaries to, voluntarily prepay, repurchase or redeem or otherwise defease any Restricted 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 (x) the Borrower and any the Restricted Subsidiary Subsidiaries may prepay, repurchase or redeem or otherwise defease 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 Junior Indebtedness (i) in an aggregate principal 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, (A) the greater of (x) $400,000,000 plus 160,000,000 and (2y) if 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 with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, Basis with a Consolidated Total Net Leverage Ratio not greater than (i) at any time prior to the making of such prepaymentQ2 2024 Financials Date, repurchase 1.75:1.00 or redemption(ii) at any time on or after the Q2 2024 Financials Date, the Applicable Amount at the time of such prepayment, repurchase or redemption; provided the use of such amounts in clauses (1) and 2.25:1.00 plus (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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase repurchase, redemption or redemptionother defeasance plus (3) the Applicable Amount at the time of such prepayment, repurchase, redemption or other defeasance; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance 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 Permitted Additional Debtany direct or indirect parent of the Borrower (other than Disqualified Stock except as permitted hereunder), (b) 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 (v) 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. For Notwithstanding the avoidance of doubtforegoing, nothing in this Section 10.7 shall restrict prohibit (iA) 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 prepayment, repurchase, redemption such repayment or defeasance made after the Original Closing Date prepayment or (B) transfers of credit positions in connection with 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 intercompany debt restructurings so long as of the end of any accrual period ending such Indebtedness is permitted by Section 10.1 after 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 Loansgiving effect to such transfer. (bc) The Borrower will not, and will not permit the Restricted Subsidiaries to waive, amend, modifyor modify any Material Indebtedness that is subordinated in right of payment to the Obligations, terminate or release any Restricted Indebtedness in each case, that to the extent that any such waiver, amendment, amendment or modification, termination or release taken as a whole, would be adverse to the Lenders L/C Issuers in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, respect other than in connection with (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem a refinancing or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) replacement of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased Indebtedness permitted hereunder or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) in a manner expressly permitted by, or not prohibited under, the applicable intercreditor or subordination terms or agreement(s) governing the relationship between the L/C Issuers, on the one hand, and the lenders or purchasers of the applicable subordinated Indebtedness, on the other hand; and (d) Notwithstanding the above, the Borrower will not waive, amend or modify and its Restricted Subsidiaries may make AHYDO Catch-Up Payments relating to Indebtedness of the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredBorrower and its Restricted Subsidiaries.

Limitations on Debt Payments and Amendments. (a) The Parent Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease or acquire prior to the scheduled maturity thereof any Restricted Subordinated Indebtedness, Retained Indebtedness (except as permitted in clause (b) below) or Permitted Junior Lien Debt (collectively, “Junior Indebtedness”); provided, however, that (x) the Parent Borrower and or any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease Restricted Junior Indebtedness with so long as each of the Net Cash Proceeds of Permitted Other Indebtedness that Payment Conditions is unsecured or secured by a Lien ranking junior to satisfied. Notwithstanding the Lien securing the Obligations incurred foregoing, nothing in accordance with this 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 10.7 shall prohibit (A) the aggregate amount repayment or prepayment of dividends paid pursuant to Section 10.6(c) intercompany Subordinated Indebtedness owed among the Parent Borrower and, the Restricted Subsidiaries, in either case unless an Event of Default has occurred and is continuing and the Parent Borrower has received a notice from the Original Closing Date (other than dividends paid pursuant Collateral Agent instructing it not to Section 10.6(c)(x) prior to March 31make or permit any such repayment or prepayment, 2015) and or (B) all loans and advances to any direct or indirect parent transfers of the Borrower made pursuant to Section 10.5(m) (creditor positions in lieu of dividends connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.6(c)), not in excess of the sum of (1) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and 10.1 after giving effect, on a Pro Forma Basis, effect to 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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds of Permitted Additional Debttransfers. 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 (iC) 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 after 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). (b) Except as permitted pursuant to clause (a) above, the Parent Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, or redeem or otherwise defease or acquire any Retained Indebtedness (other than pursuant to any tender offer in effect on the Original Closing Date in connection with or such later date as may be necessary to effect the Debt Repayment) prior to the stated final maturity date thereof (as in effect on the Closing Date); 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, defeasance or acquisition or would result therefrom, (i) Retained Indebtedness may be prepaid, repurchased, redeemed or defeased prior to its stated maturity if, as of the Closing Date, such Retained Indebtedness to be repaid has a stated final maturity occurring on any date on or between January 1, 2011 and December 31, 2011, (ii) the making Parent Borrower may prepay, repurchase, redeem, defease or acquire, prior to the stated final maturity thereof Retained Indebtedness with a stated final maturity (as of the Closing Date) prior to the Tranche A-1 Term Loan Maturity Date (as defined in the CF Agreement) (and if at such time all Tranche A-1 Term Loans (as defined in the CF Agreement) have been repaid in full, the Tranche B-1 Term Loan Maturity Date (as defined in the CF Agreement)) if on a Pro Forma Basis after giving effect to such repayment the Consolidated First Lien Debt to Consolidated EBITDA Ratio for the most recently ended Test Period for which Section 9.1 Financials have been delivered is no greater than 4.0:1, (iii) Retained Indebtedness may be refinanced with the proceeds of refinancing Indebtedness with respect to such Retained Indebtedness that is permitted under Section 10.1(g), and (iv) notwithstanding the foregoing, Retained Indebtedness may be prepaid, repurchased, redeemed or defeased at any prepayment time prior to its stated maturity so long as each of accrued but unpaid interest and/or original issue discount the Payment Conditions is satisfied (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 Senior Interim PIK Loans and/or foregoing conditions only need to be satisfied at the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as time of the end giving of such irrevocable notice or entering into (or effectiveness of) any accrual period ending after 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 Loanssuch contractual obligations). (bc) The Parent Borrower will not waive, amend, modify, terminate or release any Restricted Junior Indebtedness or any Retained Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted IndebtednessSenior Notes, Senior Interim Loans, Senior Subordinated Notes, Senior Subordinated Interim Loans, Permitted Additional Debt or any Permitted Other Indebtedness incurred pursuant to Section 10.1(bb)(i)(b); provided, however, that (x) the Borrower and any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease Restricted Indebtedness 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 Restricted 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 2014 July Repricing Effective Original Closing 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; provided that to the use of such amounts in clauses extent that the Indebtedness being prepaid, repurchased, redeemed or otherwise defeased pursuant to this clause (1i) comprises Senior Subordinated Notes 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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemptionredemption 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; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) in the case of Senior Notes with the proceeds of Senior Notes described in clause (b) of the definition thereof; (iii) in the case of Senior Subordinated Notes, with the proceeds of Senior Subordinated Notes described in clause (b) of the definition thereof, (iv) in the case of Senior Interim Loans with the proceeds of Senior Notes described in clause (a) of the definition thereof, (v) in the case of Senior Subordinated Interim Loans, with the proceeds of Senior Subordinated Notes described in clause (a) of the definitions thereof ; (vi) in the case of Permitted Additional Debt, with the proceeds of other Permitted Additional Debt and (vii) in the case of Permitted Other Indebtedness incurred pursuant to Section 10.1(bb)(i)(b), with the proceeds of Permitted Additional DebtOther Indebtedness that is unsecured or that is secured by a Lien ranking junior to the Lien securing the Obligations. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, 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 of the end of any accrual period ending after 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 LoansDate. (b) (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness Senior Notes, Senior Interim Loans, Senior Subordinated Notes, Senior Subordinated Interim Loans or Permitted Additional Debt to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiary to, Subsidiaries to prepay, repurchase or repurchase, redeem or otherwise defease any Restricted IndebtednessSubordinated Indebtedness (it being understood that payments 162 LPL – Conformed A&R Credit Agreement of regularly scheduled interest shall be permitted); provided, however, provided that (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease 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 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 not to exceed the 2014 July Repricing Effective Date, when aggregated with sum of (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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, 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; 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 (3) the Applicable Available Equity Amount at the time of such prepayment, redemption, repurchase or redemption; for defeasance plus (B) the avoidance greater of doubt, dividends paid in reliance on and in compliance with Section 10.6(c(x) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); $25,000,000 and (iiy) with the proceeds 0.7% of Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict Consolidated Total Assets (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 measured as of the end of any accrual period ending after the fifth anniversary of the Original Closing Date or (iii) the date such prepayment, redemption, repurchase or redemption 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 PIK Notes 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 net proceeds Available Amount at the time of Additional 2018 New Dollar Term Loanssuch prepayment, redemption, repurchase or defeasance plus (D) the Remaining Dividends Amount at the time of such prepayment, redemption, repurchase or defeasance. (b) i. The Borrower will not, and will not permit any of the Restricted Subsidiaries to waive, amend, modify, terminate or release any Restricted Subordinated Indebtedness Documentation to the extent that any such waiver, amendment, modification, termination or release release, taken as a whole, would be adverse to the Lenders in any material respect. (c) Prior to ii. Notwithstanding the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) foregoing and for the purpose avoidance of consummating a Permitted Debt Exchangedoubt, nothing in this Section 10.7 shall prohibit (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem repayment or otherwise defease or acquire any Permitted Debt Exchange Notes unless prepayment of intercompany subordinated Indebtedness owed among the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among and/or the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchangedRestricted Subsidiaries, in either case unless an amount not less than the product Event of (a) a fraction, the numerator of which Default has occurred and is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired continuing and the denominator Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment or (ii) substantially concurrent transfers of which credit positions in connection with intercompany debt restructurings so long as such Indebtedness is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to permitted by Section 10.1 after giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredtransfer.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any the Restricted Subsidiary Subsidiaries to, voluntarily prepay, repurchase or redeem or otherwise defease any Restricted 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 (x) the Borrower and any the Restricted Subsidiary Subsidiaries may prepay, repurchase or redeem or otherwise defease 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 Junior 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, (A) the greater of (x) $400,000,000 plus 500,000,000 and (2y) if [ ]% 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 with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 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 1.0 plus (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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase repurchase, redemption or redemption; for other defeasance plus (3) the avoidance Applicable Amount at the time of doubtsuch prepayment, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) repurchase, redemption or other defeasance, provided that in respect of amounts previously prepaid any prepayments, repurchases or redemptions or defeasances made in compliance with this Section 10.7(a)(y)(ireliance 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); 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 Permitted Additional Debtany 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. For Notwithstanding the avoidance of doubtforegoing, nothing in this Section 10.7 shall restrict prohibit (iA) 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 prepayment, repurchase, redemption such repayment or defeasance made after the Original Closing Date prepayment or (B) transfers of credit positions in connection with 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 intercompany debt restructurings so long as of the end of any accrual period ending such Indebtedness is permitted by Section 10.1 after 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 Loansgiving effect to such transfer. (b) The Borrower will not, and will not permit to the Restricted Subsidiaries to waive, amend, modifyor modify any Indebtedness with a principal amount in excess of $300,000,000 that is subordinated in right of payment to the Obligations, terminate or release any Restricted Indebtedness in each case, that to the extent that any such waiver, amendment, amendment or modification, termination or release taken as a whole, would be adverse to the Lenders in any material respect.respect other than in connection with (i) a refinancing or replacement of such Indebtedness permitted hereunder or (ii) in a manner expressly permitted by, or not prohibited under, the applicable intercreditor or subordination terms or agreement(s) governing the relationship between the Lenders, on the one hand, and the lenders or purchasers of the applicable subordinated Indebtedness, on the other hand; and (c) Prior The Borrower and its Restricted Subsidiaries may make AHYDO Catch-Up Payments relating to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose Indebtedness of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any its Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredSubsidiaries.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, to prepay, repurchase or redeem or otherwise defease the Senior Unsecured Notes, the Senior Secured Notes, the Senior Secured Term Loans (or any Restricted IndebtednessPermitted Refinancing Indebtedness in respect of any of the foregoing) or any Permitted Additional Debt comprising senior subordinated or subordinated Indebtedness (it being understood that payments of regularly-scheduled cash interest in respect of 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 such Permitted Additional Debt shall be permitted); provided, however, that (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Restricted 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 (A) in exchange for or with the Net Cash Proceeds proceeds of any Permitted Other 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 that is unsecured in respect of any of the foregoing) or secured by a Lien ranking junior any such Permitted Additional Debt to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(b) and (y) Qualified Equity Interests of the Borrower or Restricted Subsidiary may prepayany Parent Entity or (C) so long as, 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, effect thereto 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; provided the use of such amounts in clauses (1) no Event of Default has occurred and is continuing and (2) shall be subject Liquidity is not less than 10% of the then effective Borrowing Base (on a Pro Forma Basis after giving effect to no Default or Event of Default having occurred and continuing at the date of such prepayment, repurchase, redemption or other defeasance 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 resulting therefrom, plus (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) Restricted Subsidiary may make mandatory prepayments in respect of amounts previously prepaid the Senior Secured Term Loans or the Senior Secured Notes (or any Permitted Refinancing Indebtedness in compliance with this Section 10.7(a)(y)(i); and (iirespect thereof that is secured by a Lien on the assets the disposition of which are the subject of the mandatory prepayment) with the proceeds of the disposition of any assets that have been pledged to secure such Senior Secured Term Loans or 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 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. For Debt that constitutes Material Indebtedness or the terms applicable thereto, other than amendments or modifications that (A) would not be materially adverse to the Lenders (as determined in good faith by the Borrower), taken as a whole, or (B) otherwise comply with the definition of “Permitted Refinancing Indebtedness” that may be incurred to Refinance any such Indebtedness; and (c) Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section 10.7 shall restrict prohibit (i) the repayment or prepayment of intercompany subordinated Indebtedness owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default has occurred and is continuing and the Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making substantially concurrent transfers of any prepayment of accrued but unpaid interest and/or original issue discount credit positions in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance connection with the “Optional Interest Repayment” provisions thereof intercompany debt restructurings so long as of the end of any accrual period ending such Indebtedness is permitted by Section 10.1 after the fifth anniversary of the Original Closing Date giving effect to such transfer or (iii) the prepayment, repurchase repurchase, redemption or redemption other defeasance of the PIK Notes 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 with an aggregate amount not to exceed the Applicable Equity Amount (with the net proceeds Applicable Equity Amount being re-computed as of Additional 2018 New Dollar Term Loans. the last day of the most recently ended Test Period as if (bi) The Borrower will such prepayment, repurchase, redemption or other defeasance had occurred on the first day of such Test Period and (ii) the amount of any Cure Amount made during such Test Period were not waive, amend, modify, terminate or release any Restricted Indebtedness made to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (iA) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such Applicable Equity Amount after making the proposed prepayment, repurchase, redemption, redemption or other defeasance is less than or acquisition) equal to the amount of such Cure Amount and (bB) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) Cure Amount was necessary for the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued be in any manner inconsistent compliance on a Pro Forma Basis with the terms Financial Performance Covenant) at the time of Section 2.15(a)such prepayment, 10.1(cc) repurchase, redemption or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurreddefeasance.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any the Restricted Subsidiary Subsidiaries to, voluntarily prepay, repurchase or redeem or otherwise defease any Restricted 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 (x) the Borrower and any the Restricted Subsidiary Subsidiaries may prepay, repurchase or redeem or otherwise defease 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 Junior 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, (A) the greater of (x) $400,000,000 plus 500,000,000 and (2y) if 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 with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 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 1.0 plus (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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase repurchase, redemption or redemption; for other defeasance plus (3) the avoidance Applicable Amount at the time of doubtsuch prepayment, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) repurchase, redemption or other defeasance, provided that in respect of amounts previously prepaid any prepayments, repurchases or redemptions or defeasances made in compliance with this Section 10.7(a)(y)(ireliance 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); 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 Permitted Additional Debtany 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. For Notwithstanding the avoidance of doubtforegoing, nothing in this Section 10.7 shall restrict prohibit (iA) 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 prepayment, repurchase, redemption such repayment or defeasance made after the Original Closing Date prepayment or (B) transfers of credit positions in connection with 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 intercompany debt restructurings so long as of the end of any accrual period ending such Indebtedness is permitted by Section 10.1 after 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 Loansgiving effect to such transfer. (b) The Borrower will not, and will not permit to the Restricted Subsidiaries to waive, amend, modifyor modify any Indebtedness with a principal amount in excess of $300,000,000 that is subordinated in right of payment to the Obligations, terminate or release any Restricted Indebtedness in each case, that to the extent that any such waiver, amendment, Table of Contents amendment or modification, termination or release taken as a whole, would be adverse to the Lenders in any material respect.respect other than in connection with (i) a refinancing or replacement of such Indebtedness permitted hereunder or (ii) in a manner expressly permitted by, or not prohibited under, the applicable intercreditor or subordination terms or agreement(s) governing the relationship between the Lenders, on the one hand, and the lenders or purchasers of the applicable subordinated Indebtedness, on the other hand; and (c) Prior The Borrower and its Restricted Subsidiaries may make AHYDO Catch-Up Payments relating to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose Indebtedness of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any its Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredSubsidiaries.

Limitations on Debt Payments and Amendments. (a) The No Borrower will, and no Borrower will not, and will not permit any of its respective Restricted Subsidiary Subsidiaries to, prepay, repurchase or redeem or otherwise defease (x) any Restricted IndebtednessSenior Subordinated Notes, or (y) any other Permitted Additional Debt that is subordinated to the Obligations other than as contemplated by Section 10.1(i); provided, however, that (x) 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 or any Restricted Subsidiary may prepay, repurchase or redeem Senior Subordinated Notes, or otherwise defease Restricted Indebtedness with the Net Cash Proceeds of such 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 Additional Debt: (i) in an aggregate amount from the 2014 July Repricing Restatement Effective Date, when aggregated with (A) the aggregate amount of dividends paid pursuant to Section 10.6(c) from the Original Closing Restatement Effective Date (other than dividends paid pursuant to Section 10.6(c)(x) prior to March 31, 2015) and (B) all (I) Investments made pursuant to Section 10.5(s) and (II) loans and advances to any direct or indirect parent holding company of the Parent Borrower made pursuant to Section 10.5(m) (in lieu of dividends permitted by Section 10.6(c)10.5(l), not in excess of the sum of (1) $400,000,000 125,000,000 plus (2) if the Borrower shall be in compliance with Applicable Equity Amount at the Senior Secured Leverage Testtime of such prepayment, repurchase or redemption plus (3) to the extent the Consolidated Total Debt to Consolidated EBITDA Ratio is not greater than 5.50 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; provided and (ii) in the use case of Permitted Additional Debt, with the proceeds of other Permitted Additional Debt. (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 other Indebtedness incurred by the Parent Borrower or its Restricted Subsidiaries, such amounts in clauses (1) and (2) Indebtedness shall be subject to no Default subordination provisions on terms at least as favorable to the Lenders as the Senior Subordinated Notes being prepaid, repurchased, or Event of Default having occurred and continuing at the date of such prepaymentredeemed. (c) The Parent Borrower will not waive, repurchaseamend or modify any Senior Notes, redemption Senior Subordinated Notes or other defeasance or resulting therefrom, plus (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds of Permitted Additional Debt. Debt that is subordinated to the Obligations or, in each case, the terms applicable thereto, to the extent that any such waiver, amendment, or modification would be adverse to the Lenders in any material respect. (d) For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount “AHYDO catch-up payment” in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as of the end of any accrual period ending after 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. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that and any such waiver, amendment, modification, termination or release would be adverse to “AHYDO catch-up payment” shall not reduce the Lenders in any material respectamounts otherwise available under Section 10.7(a)(i) above. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, (i) prepay, repurchase or redeem or otherwise defease any Restricted Indebtedness; provided, however, that portion of the Subordinated Loans or (xii) the Borrower and any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease Restricted Indebtedness any Subordinated Notes; PROVIDED, HOWEVER, that (A) the Borrower may prepay the principal of, and accrued interest on, the Subordinated Loans with Revolving Credit Loans as contemplated by this Agreement and may prepay the remainder of the principal of, and accrued interest on, the Subordinated Loans 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) Subordinated Notes and (yB) so long as no Default or Event of Default has occurred and is continuing, the Borrower or Restricted Subsidiary may prepay, repurchase or redeem Restricted Indebtedness Subordinated Notes (ix) in for 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)), price not in excess of the sum of (1) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption, the Applicable Available 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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (iiy) with the proceeds of Permitted Additional Debt. For subordinated Indebtedness that (1) is permitted by Section 10.1 and (2) has terms material to the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect interests of the Senior Interim PIK Loans and/or Lenders not materially less advantageous to the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as Lenders than those of the end of any accrual period ending after 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 LoansSubordinated Notes. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness the Subordinated Loan Agreement or the Subordinated Note Indenture to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the The Borrower will not waive, amend amend, modify, terminate or modify release the terms Certificate of Designations relating to the Junior Preferred Stock to the extent that any Permitted Debt Exchange Notes such waiver, amendment, modification, termination or any indenture pursuant release would be adverse to which such Permitted Debt Exchange Notes have been issued the Lenders in any manner inconsistent material respect, PROVIDED that the Borrower shall be entitled to make appropriate modifications to the Certificate of Designations consistent with the terms clause (b) of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” the term Replacement Preferred Stock or that would result in a Default hereunder if such Permitted Debt Exchange Notes (connection with the issuance of the Replacement Preferred Stock as so amended or modified) were then being issued or incurredcontemplated by Section 10.6(a).

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease the Senior Notes or any Restricted IndebtednessPermitted Additional Debt comprised of senior subordinated or subordinated Indebtedness (it being understood that payments of regularly scheduled cash interest in respect of the Senior Notes or such Permitted Additional Debt shall be permitted); provided, however, that (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Restricted Indebtedness the Senior Notes or any such Permitted Additional Debt (A) with the Net Cash Proceeds proceeds of any Permitted Other Indebtedness that is unsecured Refinancing Indebtedness, (B) by converting or secured by a Lien ranking junior exchanging the Senior Notes or any such Permitted Additional Debt to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(bStock (other than Disqualified Stock) and (y) of 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 any 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 its direct or indirect parent of the Borrower made pursuant to Section 10.5(mor (C) (in lieu of dividends permitted by Section 10.6(c))so long as, not in excess of the sum of after giving pro forma effect thereto, (1) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before no Event of Default has occurred 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; provided the use of such amounts in clauses (1) is continuing and (2) shall be subject Available Commitment is not less than 10% of the then effective Loan Limit (on a pro forma basis after giving effect to no Default or Event of Default having occurred and continuing at the date of such prepayment, repurchase, redemption or other defeasance defeasance); (b) The Borrower will not amend or resulting therefrommodify the Senior Notes Documents or the documentation governing any senior subordinated or subordinated Permitted Additional Debt or the terms applicable thereto to the extent that (i) any such amendment or modification, plus (3) taken as a whole, would be adverse to the Applicable Equity Amount at the time of such prepayment, repurchase Lenders in any material respect or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds provisions of the Senior Notes Documents or the documentation governing any senior subordinated or subordinated Permitted Additional Debt. For , as so amended or modified, would not be permitted to be included in the documentation governing any senior subordinated or subordinated Permitted Additional Debt that was issued at such time; and (c) Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section 10.7 shall restrict prohibit (i) the repayment or prepayment of intercompany subordinated Indebtedness owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default has occurred and is continuing and the Borrower has received a notice from the Administrative Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making substantially concurrent transfers of any prepayment of accrued but unpaid interest and/or original issue discount credit positions in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance connection with the “Optional Interest Repayment” provisions thereof intercompany debt restructurings so long as of the end of any accrual period ending such Indebtedness is permitted by Section 10.1 after the fifth anniversary of the Original Closing Date giving effect to such transfer or (iii) the prepayment, repurchase repurchase, redemption or redemption other defeasance of the PIK Senior Notes or any Permitted Additional Debt comprised of senior subordinated or subordinated Indebtedness with an aggregate amount not to exceed the Applicable Equity Amount (with the net proceeds of Additional 2018 New Dollar Term Loans. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect Applicable Equity Amount being re-computed as of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to last day of the most recently ended Test Period as if such proposed prepayment, repurchase, redemption, redemption or other defeasance or acquisition) and (b) the aggregate principal amount (calculated had occurred on the face amount thereof) first day of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(aTest Period), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any the Restricted Subsidiary Subsidiaries to, voluntarily prepay, repurchase or redeem or otherwise defease any Restricted 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 (x) the Borrower and any the Restricted Subsidiary Subsidiaries may prepay, repurchase or redeem or otherwise defease 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 Junior 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, (A) the greater of (x) $400,000,000 plus 500,000,000 and (2y) if 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 with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, Basis with a Consolidated Total Net Leverage Ratio not greater than 2.0 to 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 1.0 plus (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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase repurchase, redemption or redemption; for other defeasance plus (3) the avoidance Applicable Amount at the time of doubtsuch prepayment, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) repurchase, redemption or other defeasance, provided that in respect of amounts previously prepaid any prepayments, repurchases or redemptions or defeasances made in compliance with this Section 10.7(a)(y)(ireliance 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); 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 Permitted Additional Debtany 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. For Notwithstanding the avoidance of doubtforegoing, nothing in this Section 10.7 shall restrict prohibit (iA) 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 prepayment, repurchase, redemption such repayment or defeasance made after the Original Closing Date prepayment or (B) transfers of credit positions in connection with 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 intercompany debt restructurings so long as of the end of any accrual period ending such Indebtedness is permitted by Section 10.1 after 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 Loansgiving effect to such transfer. (b) The Borrower will not, and will not permit to the Restricted Subsidiaries to waive, amend, modifyor modify any Indebtedness with a principal amount in excess of $300,000,000 that is subordinated in right of payment to the Obligations, terminate or release any Restricted Indebtedness in each case, that to the extent that any such waiver, amendment, amendment or modification, termination or release taken as a whole, would be adverse to the Lenders in any material respect.respect other than in connection with (i) a refinancing or replacement of such Indebtedness permitted hereunder or ( ii) in a manner expressly permitted by, or not prohibited under, the applicable intercreditor or subordination terms or agreement(s) governing the relationship between the Lenders, on the one hand, and the lenders or purchasers of the applicable subordinated Indebtedness, on the other hand; and (c) Prior The Borrower and its Restricted Subsidiaries may make AHYDO Catch-Up Payments relating to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose Indebtedness of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any its Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredSubsidiaries.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease prior to its scheduled maturity any Restricted 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 payment priority or is secured by a Junior Lien (or any Permitted Refinancing Indebtedness in respect thereof to the extent constituting Other Debt) (such Permitted Additional Debt, Material Indebtedness (other than the First Lien Exit Facility Indebtedness) or other Indebtedness or any Permitted Refinancing Indebtedness in respect thereof, “Other Debt”) (for the 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 (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease 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 exchange for or with the 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 Indebtedness 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 the Intercompany Note or (vi) with respect to the EHP Notes, with the Net Cash Proceeds of the EHP Collateral so long as such payment is made within thirty (30) days of 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 then exists, the Borrower or any Guarantor may make mandatory prepayments in respect of any Other Debt with the proceeds of the disposition of any assets that have been pledged to secure such Other Debt; (b) The Borrower will not amend or modify the terms of (i) any Other Debt (other than the EHP Notes), other than amendments or modifications that (A) would otherwise comply with the definition of “Permitted Refinancing Indebtedness” that may be incurred to Refinance any such Indebtedness, (B) would have the effect of converting any Other Indebtedness that is unsecured Debt to Qualified Equity Interests or secured by a Lien ranking junior (C) to the Lien securing extent such amendment or modification would not have been prohibited under this Agreement at the Obligations time such Permitted Refinancing Indebtedness, Other Debt or documentation was first issued, incurred or entered into, as applicable (it being understood that in accordance with Section 10.1(bb)(i)(bno event shall such amendment or modification (x) and make earlier the final maturity date of such Indebtedness or reduce the Weighted Average Life to Maturity of such Indebtedness, (y) shall include any financial maintenance covenants that are more restrictive than the financing maintenance covenants under the Loan Documents or prohibit prior repayment or prepayment of the Loans and the covenants and events of default applicable to such Other Debt shall not be more restrictive to the Borrower and its Subsidiaries than the covenants and events of default under the Loan Documents, taken as a whole; in each case, as reasonably determined by the Borrower in good faith, unless such covenants or Restricted Subsidiary may prepayevents of default are incorporated into this Agreement, repurchase or redeem Restricted Indebtedness (i) in an aggregate amount from the 2014 July Repricing Effective Dateand, 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 respect to any direct Permitted Additional Debt or indirect parent of Permitted Refinancing Indebtedness thereof, such analysis shall assume that the Borrower made pursuant to Section 10.5(m) (Agreement in lieu of dividends permitted by Section 10.6(c)), not in excess of the sum of (1) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption, the Applicable Amount effect at the time of such prepayment, repurchase amendment or redemption; provided modification constituted 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 (3) the Applicable Equity Amount Agreement at the time of when such prepaymentPermitted Refinancing Indebtedness or Other Debt was first issued, repurchase incurred or redemption; for the avoidance of doubtentered into, dividends paid in reliance on and in compliance with Section 10.6(cas applicable) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and or (ii) with the proceeds First Lien Exit Facility Indebtedness, other than amendments or modifications (A) that do not have the effect of Permitted Additional Debt. For prohibiting or restricting any payment under the Credit Documents (including any voluntary or mandatory prepayment) of principal, interest or any other amounts, except to the extent prohibited or restricted under the First Lien Exit Credit Documents as of the Closing Date or (B) in violation of the terms of the First Lien/Second Lien Intercreditor Agreement. (c) Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 of the end of any accrual period ending after 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. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, prohibit (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem repayment or otherwise defease or acquire any Permitted Debt Exchange Notes unless prepayment of intercompany subordinated Indebtedness owed among the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among and/or the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchangedRestricted Subsidiaries, in either case, unless an amount not less than the product Event of (a) a fraction, the numerator of which Default has occurred and is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired continuing and the denominator Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment, or (ii) substantially concurrent transfers of which credit positions in connection with intercompany debt restructurings so long as such Indebtedness is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to permitted by Section 10.1 after giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredtransfer.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, to prepay, repurchase or redeem or otherwise defease prior to its scheduled maturity any Restricted IndebtednessIndebtedness for borrowed money that is unsecured, is expressly subordinated in right of payment to or is secured on a junior basis to the Indebtedness incurred hereunder (or any Permitted Refinancing Indebtedness in respect thereof to the extent constituting Junior Debt) (such other Indebtedness or any Permitted Refinancing Indebtedness in respect thereof, “Junior Debt”) (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 (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Restricted Indebtedness with the Net Cash Proceeds of Permitted Other Indebtedness that is unsecured or secured by a Lien ranking junior prior 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 its scheduled maturity any Junior Debt (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 exchange for 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) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Testproceeds of any Permitted Refinancing Indebtedness, both before and (ii) by converting or exchanging any Junior Debt to Qualified Equity Interests of any Parent Entity, (iii) so long as, immediately after giving effect, effect thereto on a Pro Forma Basis, (A) no Event of Default has occurred 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 less than or equal to 2.50:1.00, (iv) [reserved] or (v) owed to the making Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note; (b) The Borrower will not, without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed), amend or modify the terms of any Junior Debt, other than amendments or modifications that (A) would not be materially adverse to the Lenders, taken as a whole (as determined in good faith by the Borrower), (B) otherwise comply with the definition of “Permitted Refinancing Indebtedness” that may be incurred to Refinance any such prepaymentIndebtedness, repurchase (C) would have the effect of converting any Junior Debt to Qualified Equity Interests of a Parent Entity or redemption, (D) to the Applicable Amount extent such amendment or modification would not have been prohibited under this Agreement at the time of such prepaymentPermitted Refinancing Indebtedness, repurchase Junior Debt or redemptiondocumentation was first issued, incurred or entered into, as applicable; provided and (c) Notwithstanding the use of such amounts in clauses (1) foregoing 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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds of Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 of the end of any accrual period ending after 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. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, prohibit (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem repayment or otherwise defease or acquire any Permitted Debt Exchange Notes unless prepayment of intercompany subordinated Indebtedness owed among the Borrower shall concurrently voluntarily prepay Term Loans and/or the Restricted Subsidiaries, in either case, unless an Event of Default pursuant to Section 5.1(a) on a pro rata basis among the Class 11.1 or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which 11.5 has occurred and is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired continuing and the denominator Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment, or (ii) substantially concurrent transfers of which credit positions in connection with intercompany debt restructurings so long as such Indebtedness is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to permitted by Section 10.1 after giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredtransfer.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease prior to its scheduled maturity any Restricted IndebtednessPermitted Additional Debt, any Material Indebtedness or any other Indebtedness for borrowed money that is expressly subordinated in right of payment or payment priority (or any Permitted Refinancing Indebtedness in respect thereof to the 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 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, that (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease Restricted Indebtedness with the Net Cash Proceeds of Permitted prior to its scheduled maturity any 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 Debt (i) in an aggregate amount from exchange for or with the 2014 July Repricing Effective Dateproceeds of any Permitted Refinancing Indebtedness, when aggregated (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 (A30) days of receipt of such proceeds or (v) owed to the aggregate amount of dividends paid pursuant Borrower or any Restricted Subsidiary to Section 10.6(c) from the Original Closing Date (other than dividends paid pursuant to Section 10.6(c)(x) prior to March 31extent not prohibited by the subordination provisions contained in the Intercompany Note; provided, 2015) and (B) all loans and advances further, that, after giving effect to any direct or indirect parent adjustment of the Borrower Borrowing Base made pursuant to Section 10.5(m2.14(f) (in lieu of dividends permitted by Section 10.6(c)), not in excess and any repayment of the sum Loans required in connection therewith, so long as no Event of (1) $400,000,000 plus (2) if Default then exists, the Borrower shall be or any Guarantor may make mandatory prepayments in compliance respect of any Other Debt with the Senior Secured Leverage Testproceeds of the disposition of any assets that have been pledged to secure such Other Debt; (b) The Borrower will not amend or modify the terms of any Other Debt, both before and after giving effectother than amendments or modifications that (i) would otherwise comply with the definition of “Permitted Refinancing Indebtedness” that may be incurred to Refinance any such Indebtedness, on a Pro Forma Basis, (ii) would have the effect of converting any Other Debt to Qualified Equity Interests or (iii) to the making extent such amendment or modification would not have been prohibited under this Agreement at the time such Permitted Refinancing Indebtedness, Other Debt or documentation was first issued, incurred or entered into, as applicable (it being understood that in no event shall such amendment or modification (x) make earlier the final maturity date of such prepaymentIndebtedness or reduce the Weighted Average Life to Maturity of such Indebtedness or (y) shall include any financial maintenance covenants that are more restrictive than the financial maintenance covenants under the Credit Documents or prohibit prior repayment or prepayment of the Loans and the covenants and events of default applicable to such Other Debt shall not be more restrictive to the Borrower and its Subsidiaries than the covenants and events of default under the Credit Documents, repurchase taken as a whole; in each case, as reasonably determined by the Borrower in good faith, unless such covenants or redemptionevents of default are incorporated into this Agreement and, (z) with respect to any Permitted Additional Debt or Permitted Refinancing Indebtedness thereof, such analysis shall assume that the Applicable Amount Agreement in effect at the time of such prepayment, repurchase amendment or redemption; provided modification constituted 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 (3) the Applicable Equity Amount Agreement at the time of when such prepaymentPermitted Refinancing Indebtedness or Other Debt was first issued, repurchase incurred or redemption; for the avoidance of doubtentered into, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(ias applicable); and (c) Notwithstanding the foregoing and (ii) with the proceeds of Permitted Additional Debt. For for the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 of the end of any accrual period ending after 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. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, prohibit (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem repayment or otherwise defease or acquire any Permitted Debt Exchange Notes unless prepayment of intercompany subordinated Indebtedness owed among the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among and/or the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchangedRestricted Subsidiaries, in either case, unless an amount not less than the product Event of (a) a fraction, the numerator of which Default has occurred and is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired continuing and the denominator Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment, or (ii) substantially concurrent transfers of which credit positions in connection with intercompany debt restructurings so long as such Indebtedness is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to permitted by Section 10.1 after giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredtransfer.

Limitations on Debt Payments and Amendments. (a) The Neither the US Borrower will not, and will not permit nor any Restricted Subsidiary to, will prepay, repurchase or redeem or otherwise defease any Restricted IndebtednessSenior Subordinated Notes or any Subordinated Notes as applicable (it being understood that any payment of principal prior to May 15, 2011, in the case of Subordinated Notes shall be deemed a prepayment for purposes of this Section 10.7); provided, however, that (x) the US Borrower and any Restricted Subsidiary may prepay, repurchase or redeem Senior Subordinated Notes and/or Subordinated Notes (x) so long as no Default or otherwise defease Restricted Indebtedness with the Net Cash Proceeds Event of Permitted Other Indebtedness that Default has occurred and 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 prepaycontinuing, repurchase or redeem Restricted Indebtedness (i) in for 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)), price not in excess of the sum of (1) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption, the Applicable Available Amount at the time of such prepayment, repurchase or redemption; , provided that to the use extent the Available Amount so utilized is attributable to Excess Cash Flow in accordance with clause (a)(iii) of the definition of "Available Amount", the US Borrower applies an amount equal to the proceeds used for such amounts prepayment, repurchase or redemption of Senior Subordinated Notes and/or Subordinated Notes to prepay Term Loans outstanding hereunder in clauses accordance with Section 5.1 hereof on the date of any such prepayment, repurchase or redemption of Senior Subordinated Notes and/or Subordinated Notes (1) 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 (2) shall be subject prior 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 (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance redemption of doubtSenior 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 described in Section 11.1 or 11.5 has occurred and is continuing, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds of Permitted Additional Debt. For subordinated Indebtedness that (1) is permitted by Section 10.1 and (2) has terms material to the avoidance interests of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with Lenders not materially less advantageous to the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect Lenders than those of the Senior Interim PIK Loans Subordinated Notes and/or Subordinated Notes, as the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as of the end of any accrual period ending after 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 Loanscase may be. (b) The US Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness the Senior Subordinated Notes Indenture, the Senior Subordinated Loan Agreement or the Subordinated Note Indenture, to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes provided that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and this clause (b) shall not prohibit the aggregate principal amount (calculated on repayment of obligations under the face amount thereof) of Term Loans Senior Subordinated Loan Agreement with the Net Cash Proceeds from the issuance of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredSenior Subordinated Notes.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any the Restricted Subsidiary Subsidiaries to, prepay, repurchase or redeem or otherwise defease any Restricted IndebtednessPermitted Additional Debt that is subordinated to the Obligations or any Existing Notes with Stated Maturities beyond the 2014 Term Loan Maturity Date (the “Limited Notes”), but in any event, in all cases, excluding any Existing Tender Offer Notes; provided, however, that (x) 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 any the Restricted Subsidiary Subsidiaries may prepay, repurchase or redeem or otherwise defease Restricted Indebtedness with the Net Cash Proceeds of such Permitted Other Indebtedness that is unsecured Additional Debt 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 such Limited Notes (i) in an aggregate amount from the 2014 July Repricing Effective Closing 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 (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) (in lieu of dividends permitted by Section 10.6(c)), not in excess of the sum of (1) $400,000,000 500,000,000 plus (2) if the Borrower shall be in compliance with Applicable Equity Amount at the Senior time of such prepayment, repurchase, redemption or other defeasance plus (3) to the extent the Consolidated Secured Leverage Test, both before and after giving effect, 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 repurchase, redemption or redemptiondefeasance, 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 therefromdefeasance; (ii) in the case of Permitted Additional Debt, plus with the proceeds of other Permitted Additional Debt and (3iii) in the Applicable Equity Amount at case of the time of such prepaymentLimited Notes, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of 10.1(g). Notwithstanding the foregoing, nothing in this Section 10.7(a)(y)(i10.7 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 respect either case unless an Event of amounts previously prepaid Default has occurred and is continuing and the Borrower has received a notice from the Collateral Agent instructing it not to make or permit any such repayment or prepayment or (B) transfers of credit positions in compliance connection with this intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.7(a)(y)(i); and (ii) with the proceeds of Permitted Additional Debt10.1 after giving effect to such transfer. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect of either the Borrower Senior Interim PIK Loans and/or the PIK Notes Facility or any Refinanced Bridge Indebtedness Documentation in accordance with the “Optional Interest Repayment” provisions thereof as of at the end of any accrual accrued period ending after 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 LoansDate. (b) The Borrower will not, and will not permit to the Restricted Subsidiaries to waive, amend, modify, terminate or release any Restricted Indebtedness Permitted Additional Debt that is subordinated to the Obligations, any Limited Notes or the Borrower Senior Interim Loan Agreement, in each case, that to the extent that any such waiver, amendment, modification, termination or release release, taken as a whole, would be adverse to the Lenders in any material respect. (c) An Incremental Amendment or Extension Amendment may provide, without the consent of any other Lender required, for restrictions similar and in addition to those set forth in this Section 10.7 on prepayment, repurchase, redemption, other defeasance, waiver, amendment, modification, termination or release of Indebtedness which matures on or after the 2014 Term Loan Maturity Date but on or before the final maturity date for the Incremental Term Loans, Incremental Deposit L/C Loans, New Revolving Credit Commitments or Extended Loans/Commitments provided for in such Incremental Amendment or Extension Amendment, as the case may be. (d) Prior to the Initial 2017 Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc10.1(z) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) 5.1 on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a2.17(a), 10.1(cc10.1(z) or the definition of “Permitted Other IndebtednessNotes” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease prior to its scheduled maturity any Restricted IndebtednessPermitted Additional Debt, any Material Indebtedness or any other Indebtedness for borrowed money that is expressly subordinated in right of payment to or payment priority or is secured by a Junior Lien (or any Permitted Refinancing Indebtedness in respect thereof to the 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 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, that (x) the Borrower and or any Restricted Subsidiary may prepay, repurchase or repurchase, redeem or otherwise defease prior to its scheduled maturity any Other Debt (i) in exchange for or with the 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 Indebtedness 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 the Intercompany Note or (vi) with respect to the EHP Notes, with the Net Cash Proceeds of Permitted Other Indebtedness that the EHP Collateral so long as such payment is unsecured or secured by a Lien ranking junior to made within thirty (30) days of the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(b) and (y) the Borrower or Restricted Subsidiary may prepayreceipt of such proceeds; provided, repurchase or redeem Restricted Indebtedness (i) in an aggregate amount from the 2014 July Repricing Effective Datefurther, 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 31that, 2015) and (B) all loans and advances after giving effect to any direct or indirect parent adjustment of the Borrower Borrowing Base made pursuant to Section 10.5(m2.14(f) and any repayment of the Loans required in connection therewith, so long as no Event of Default then exists, the Borrower or any Guarantor may make mandatory prepayments in respect of any Other Debt with the proceeds of the disposition of any assets that have been pledged to secure such Other Debt; (in lieu b) The Borrower will not amend or modify the terms of dividends permitted by Section 10.6(c)any Other Debt (other than the EHP Notes), other than amendments or modifications that (i) would otherwise comply with the definition of “Permitted Refinancing Indebtedness” that may be incurred to Refinance any such Indebtedness, (ii) would have the effect of converting any Other Debt to Qualified Equity Interests or (iii) to the extent such amendment or modification would not have been prohibited under this Agreement at the time such Permitted Refinancing Indebtedness, Other Debt or documentation was first issued, incurred or entered into, as applicable (it being understood that in excess no event shall such amendment or modification (x) make earlier the final maturity date of such Indebtedness or reduce the Weighted Average Life to Maturity of such Indebtedness or (y) shall include any financial maintenance covenants that are more restrictive than the financial maintenance covenants under the Loan Documents or prohibit prior repayment or prepayment of the sum Loans and the covenants and events of (1) $400,000,000 plus (2) if default applicable to such Other Debt shall not be more restrictive to the Borrower and its Subsidiaries than the covenants and events of default under the Loan Documents, taken as a whole; in each case, as reasonably determined by the Borrower in good faith, unless such covenants or events of default are incorporated into this Agreement and, (z) with respect to any Permitted Additional Debt or Permitted Refinancing Indebtedness thereof, such analysis shall be assume that the Agreement in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption, the Applicable Amount effect at the time of such prepayment, repurchase amendment or redemption; provided modification constituted 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 (3) the Applicable Equity Amount Agreement at the time of when such prepaymentPermitted Refinancing Indebtedness or Other Debt was first issued, repurchase incurred or redemption; for the avoidance of doubtentered into, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(ias applicable); and (c) Notwithstanding the foregoing and (ii) with the proceeds of Permitted Additional Debt. For for the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with 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 of the end of any accrual period ending after 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. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, prohibit (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem repayment or otherwise defease or acquire any Permitted Debt Exchange Notes unless prepayment of intercompany subordinated Indebtedness owed among the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among and/or the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchangedRestricted Subsidiaries, in either case, unless an amount not less than the product Event of (a) a fraction, the numerator of which Default has occurred and is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired continuing and the denominator Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment, or (ii) substantially concurrent transfers of which credit positions in connection with intercompany debt restructurings so long as such Indebtedness is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to permitted by Section 10.1 after giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurredtransfer.