Common use of Prepayment of Other Indebtedness, Etc Clause in Contracts

Prepayment of Other Indebtedness, Etc. (a) Make any voluntary or optional payment or prepayment of principal, interest or other amounts on or redeem, purchase, acquire for value (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (i) any Subordinated Indebtedness, (ii) any Indebtedness secured by Liens on the Collateral junior to those created under the Loan Documents or (iii) any Indebtedness incurred or maintained in reliance on Section 8.03(f) or Section 8.03(g) (other than a refinancing of Indebtedness incurred or maintained in reliance on Section 8.03(f) or Section 8.03(g) that is conducted pursuant to and in accordance with the express provisions of Section 8.03(f) or the second proviso in Section 8.03(g), respectively) (each a “Junior Debt Payment”), except: (i) so long as no Default exists or would result therefrom, Junior Debt Payments made using the Cumulative Credit then available; and (ii) any additional Junior Debt Payments; provided that (A) both before and after giving effect to any such Junior Debt Payment, the Consolidated Leverage Ratio is less than 2.75 to 1.00 and the Loan Parties are otherwise in compliance with the financial covenants in Section 8.11, in each case on a Pro Forma Basis, with such financial covenants recomputed for the four-quarter period for which financial statements have been most recently delivered to the Administrative Agent pursuant to Section 7.01(a) or 7.01(b), and (B) no Default shall exist at the time of, or would result from, such Junior Debt Payment. (b) Make any Junior Debt Payment in violation of any Subordination Agreement relating to such Indebtedness or any other subordination provisions applicable thereto. (c) Amend, modify or change the terms of any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner materially adverse to the Parent or any Restricted Subsidiary (including any amendment or modification that would shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto). (d) Make any payment or contribution pursuant to the Modified Joint Plan of Reorganization made for the purposes of obtaining the benefit of a claims injunction under 11 U.S.C. §524(g)(1) and (4), other than the Deferred Contribution Contingent Payment, the Excess Asbestos Insurance Recovery Contributions and any other such payments made prior to the Closing Date. (e) Permit any failure by any Loan Party or Subsidiary to comply with its material obligations pursuant to the Modified Joint Plan of Reorganization (including the failure to make the Deferred Contribution Contingent Payment (if any) as and when required to be paid under the terms of the Deferred Contribution Letter Agreement).

Prepayment of Other Indebtedness, Etc. (a) Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment of principal, interest principal or other amounts on redemption or redeem, purchase, acquire acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), defease refund, refinance or otherwise satisfy prior to the scheduled maturity thereof exchange of, or make any payment (in cash, in kind or otherwise) of interest with respect to, any manner Subordinated Indebtedness (other than (i) any Subordinated Indebtedness, (ii) any Indebtedness secured by Liens on the Collateral junior to those created under the Loan Documents or (iii) any Indebtedness incurred or maintained in reliance on Section 8.03(f) or Section 8.03(g) (other than a refinancing of Indebtedness incurred or maintained in reliance on Section 8.03(f) or Section 8.03(g) that is conducted pursuant to and in accordance with the express provisions terms of Section 8.03(fthe governing subordination terms and (ii) or the second proviso no such payment in Section 8.03(g), respectively) (each a “Junior Debt Payment”), except: (i) cash shall be made so long as no any Default or Event of Default exists or would result therefrom, Junior Debt Payments made using the Cumulative Credit then available; and (ii) any additional Junior Debt Paymentsfrom such payment); provided that the Loan Parties may pay (I) the Specified Permitted Acquisition Earnout at any time after the Closing Date either (A) both before and with the issuance of Equity Interests (that do not constitute Disqualified Stock) of the Parent Borrower or (B) so long as after giving pro forma effect to any such Junior Debt Paymentthereto, (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) the Consolidated Leverage Ratio Parent Borrower is less than 2.75 to 1.00 and the Loan Parties are otherwise in compliance with the financial covenants in Section 8.11, in each case on a Pro Forma Basis, with such financial covenants recomputed for 8.11 as of the four-most recently ended fiscal quarter period for which financial statements have been most recently (or were required to have been) delivered to the Administrative Agent pursuant to Section 7.01(a) or 7.01(b), (b) and (BII) any other Earn Out Obligations or Seller Subordinated Indebtedness at any time after the Closing Date so long as after giving pro forma effect thereto, (x) no Default shall exist at the time of, have occurred and be continuing or would result fromtherefrom and (y) the Parent Borrower is in compliance with the financial covenants in (x) Section 8.11(a) less 0.25:1.00 and (y) Section 8.11(b), such Junior Debt Paymentin each case, as of the most recently ended fiscal quarter for which financial statements have been (or were required to have been) delivered pursuant to Section 7.01(a) or (b). (b) Make any Junior Debt Payment in violation of any Subordination Agreement relating to such Indebtedness or any other subordination provisions applicable thereto. (c) Amend, modify or change (or permit the amendment, modification or change of) any of the terms or provisions of any of any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner materially adverse to the Parent Lenders or any Restricted Subsidiary (including any amendment or modification that would shorten in a manner not permitted by the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate subordination terms applicable thereto). (d) Make any payment or contribution pursuant to the Modified Joint Plan of Reorganization made for the purposes of obtaining the benefit of a claims injunction under 11 U.S.C. §524(g)(1) and (4), other than the Deferred Contribution Contingent Payment, the Excess Asbestos Insurance Recovery Contributions and any other such payments made prior to the Closing Date. (e) Permit any failure by any Loan Party or Subsidiary to comply with its material obligations pursuant to the Modified Joint Plan of Reorganization (including the failure to make the Deferred Contribution Contingent Payment (if any) as and when required to be paid under the terms of the Deferred Contribution Letter Agreement).

Prepayment of Other Indebtedness, Etc. (a) Make any voluntary or optional payment or prepayment of principal, interest or other amounts on or redeem, purchase, acquire for value (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (i) any Subordinated Indebtedness, (ii) any Indebtedness secured by Liens on the Collateral junior to those created under the Loan Documents or (iii) any Indebtedness incurred or maintained in reliance on Section 8.03(f) or Section 8.03(g) (other than a refinancing of Indebtedness incurred or maintained in reliance on Section 8.03(f) or Section 8.03(g) that is conducted pursuant to and in accordance with the express provisions of Section 8.03(f) or the second proviso in Section 8.03(g), respectively) (each a “Junior Debt Payment”), except: (i) so long as no Default exists or would result therefrom, Junior Debt Payments made using the Cumulative Credit then available; and (ii) any additional Junior Debt Payments; provided that (A) both before and after giving effect to any such Junior Debt Payment, the Consolidated Leverage Ratio is less than 2.75 to 1.00 and the Loan Parties are otherwise in compliance with the financial covenants in Section 8.11, in each case on a Pro Forma Basis, with such financial covenants recomputed for the four-quarter period for which financial statements have been most recently delivered to the Administrative Agent pursuant to Section 7.01(a) or 7.01(b), and (B) no Default shall exist at the time of, or would result from, such Junior Debt Payment. (b) Make any Junior Debt Payment in violation of any Subordination Agreement relating to such Indebtedness or any other subordination provisions applicable thereto. (c) Amend, modify or change the terms of (i) any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner materially adverse to the Parent or any Restricted Subsidiary (including any amendment or modification that would shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto)) or (ii) any TCFII NxEdge Acquisition Documents if such amendment or modification would be materially adverse to the Parent, any Restricted Subsidiary or the Lenders. (d) Make any payment or contribution pursuant to the Modified Joint Plan of Reorganization made for the purposes of obtaining the benefit of a claims injunction under 11 U.S.C. §524(g)(1) and (4), other than the Deferred Contribution Contingent Payment, the Excess Asbestos Insurance Recovery Contributions and any other such payments made prior to the Closing Date. (e) Permit any failure by any Loan Party or Subsidiary to comply with its material obligations pursuant to the Modified Joint Plan of Reorganization (including the failure to make the Deferred Contribution Contingent Payment (if any) as and when required to be paid under the terms of the Deferred Contribution Letter Agreement)Reorganization.

Prepayment of Other Indebtedness, Etc. (a) Amend or modify any of the terms of any Permitted Subordinated Debt or any Indebtedness permitted pursuant to Section 8.03(m) or (o) in a manner materially adverse to the Lenders without the consent of the Required Lenders. (b) Make any voluntary or optional payment or prepayment of principal, interest or other amounts on redemption or redeem, purchase, acquire acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), defease refund, refinance or otherwise satisfy prior to the scheduled maturity thereof in exchange of any manner Indebtedness of any Loan Party or any Subsidiary (other than (i) any Subordinated IndebtednessIndebtedness arising under the Loan Documents, (ii) any Indebtedness secured by Liens on the Collateral junior to those created permitted under the Loan Documents or Sections 8.03(d), (n), (q), (r) and (t), (iii) any intercompany Indebtedness, (iv) cash settlements of conversions of Permitted Convertible Notes permitted by Section 8.06(g), (v) Indebtedness incurred or maintained in reliance on Section 8.03(f) or Section 8.03(g) (other than a refinancing of Indebtedness incurred or maintained in reliance on Section 8.03(f) or Section 8.03(g) that is conducted permitted to be refinanced pursuant to Section 8.03, (vi) an exchange of the Existing Permitted Convertible Notes or Add-On Permitted Convertible Notes) and in accordance with the express provisions (vii) voluntary or optional redemptions of unsecured Indebtedness permitted under Section 8.03(f) or the second proviso in Section 8.03(g), respectively) (each a “Junior Debt Payment”), except: (i8.03(o) so long as as, in the case of this clause (b)(vii), (x) no Default exists or Event of Default has occurred or is continuing, or would result therefromfrom the redemption of such Indebtedness and (y) the Consolidated Senior CREDIT AGREEMENT PRA GROUP, Junior Debt Payments made using the Cumulative Credit then available; and (ii) any additional Junior Debt Payments; provided that (A) both before and INC. CHAR1\1811758v6 Secured Leverage Ratio immediately after giving effect to any the redemption of such Junior Debt Payment, the Consolidated Leverage Ratio is less than 2.75 Indebtedness pursuant to 1.00 and the Loan Parties are otherwise in compliance with the financial covenants in Section 8.11, in each case this clause (b)(vii) on a Pro Forma Basis, with such financial covenants recomputed for the four-quarter period for which financial statements have been most recently delivered Basis shall not be greater than 1.90 to the Administrative Agent pursuant to Section 7.01(a) or 7.01(b), and (B) no Default shall exist at the time of, or would result from, such Junior Debt Payment. (b) Make any Junior Debt Payment in violation of any Subordination Agreement relating to such Indebtedness or any other subordination provisions applicable thereto. (c) Amend, modify or change the terms of any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner materially adverse to the Parent or any Restricted Subsidiary (including any amendment or modification that would shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto1.0). (d) Make any payment or contribution pursuant to the Modified Joint Plan of Reorganization made for the purposes of obtaining the benefit of a claims injunction under 11 U.S.C. §524(g)(1) and (4), other than the Deferred Contribution Contingent Payment, the Excess Asbestos Insurance Recovery Contributions and any other such payments made prior to the Closing Date. (e) Permit any failure by any Loan Party or Subsidiary to comply with its material obligations pursuant to the Modified Joint Plan of Reorganization (including the failure to make the Deferred Contribution Contingent Payment (if any) as and when required to be paid under the terms of the Deferred Contribution Letter Agreement).

Prepayment of Other Indebtedness, Etc. (a) Make amend or modify any voluntary of the terms of any Debt or Additional Debt of the Borrowers or any Subsidiary (other than (i) Debt under the Loan Documents and (ii) so long as the revised terms, taken as a whole, are not inconsistent with the terms of this Agreement or materially more adverse to the Borrowers and their Subsidiaries than the terms of this Agreement, amendments to the Existing Credit Agreement to facilitate the Add-On Term Loan, permit the Transaction and otherwise incorporate the transactions contemplated in this Agreement) if such amendment or modification would add or change any terms in a manner materially adverse to the Borrowers or such Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto; and (b) make (or give any notice with respect thereto) any voluntary, optional payment or prepayment of principal, interest or other amounts on or redeemnon-scheduled payment, purchaseprepayment, acquire redemption, acquisition for value (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), defease refund, refinance or otherwise satisfy prior to exchange of any Debt or Additional Debt of the scheduled maturity thereof in Borrowers or any manner Subsidiary (i) any Subordinated Indebtedness, (ii) any Indebtedness secured by Liens on the Collateral junior to those created other than Debt under the Loan Documents or (iii) any Indebtedness incurred or maintained in reliance on Section 8.03(f) or Section 8.03(g) (other than a refinancing of Indebtedness incurred or maintained in reliance on Section 8.03(f) or Section 8.03(g) that is conducted pursuant to and in accordance with the express provisions of Section 8.03(f) or the second proviso in Section 8.03(g), respectively) (each a “Junior Debt Payment”), except: (i) so long as no Default exists or would result therefrom, Junior Debt Payments made using the Cumulative Credit then available; and (ii) any additional Junior Debt Payments; provided that (A) both before and after giving effect to any such Junior Debt PaymentDocuments, the Consolidated Leverage Ratio is less than 2.75 Existing Credit Agreement, the Receivables Purchase Facility and any receivables financing program similar to 1.00 and the Loan Parties are otherwise in compliance with the financial covenants in Section 8.11Receivables Purchase Facility), in each case on a Pro Forma Basiscase, with such financial covenants recomputed for the four-quarter period for which financial statements have been most recently delivered to the Administrative Agent pursuant to Section 7.01(a) whether or 7.01(b), and (B) no Default shall exist at the time of, or would result from, such Junior Debt Paymentnot mandatory. (b) Make any Junior Debt Payment in violation of any Subordination Agreement relating to such Indebtedness or any other subordination provisions applicable thereto. (c) Amend, modify or change the terms of any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner materially adverse to the Parent or any Restricted Subsidiary (including any amendment or modification that would shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto). (d) Make any payment or contribution pursuant to the Modified Joint Plan of Reorganization made for the purposes of obtaining the benefit of a claims injunction under 11 U.S.C. §524(g)(1) and (4), other than the Deferred Contribution Contingent Payment, the Excess Asbestos Insurance Recovery Contributions and any other such payments made prior to the Closing Date. (e) Permit any failure by any Loan Party or Subsidiary to comply with its material obligations pursuant to the Modified Joint Plan of Reorganization (including the failure to make the Deferred Contribution Contingent Payment (if any) as and when required to be paid under the terms of the Deferred Contribution Letter Agreement).

Prepayment of Other Indebtedness, Etc. (a) 1. Make any voluntary or optional payment or prepayment of principal, interest or other amounts on or redeem, purchase, acquire for value (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (i) any Subordinated Indebtedness, (ii) any Indebtedness secured by Liens on the Collateral junior to those created under the Loan Documents or (iii) any Indebtedness incurred or maintained in reliance on Section 8.03(f) or Section 8.03(g) (other than a refinancing of Indebtedness incurred or maintained in reliance on Section 8.03(f) or Section 8.03(g) that is conducted pursuant to and in accordance with the express provisions of Section 8.03(f) or the second proviso in Section 8.03(g), respectively) (each a “Junior Debt Payment”), except: (i) 1. so long as no Default exists or would result therefrom, Junior Debt Payments made using the Cumulative Credit then available; and (ii) 2. any additional Junior Debt Payments; provided that (A) both before and after giving effect to any such Junior Debt Payment, the Consolidated Leverage Ratio is less than 2.75 to 1.00 and the Loan Parties are otherwise in compliance with the financial covenants in Section 8.11, in each case on a Pro Forma Basis, with such financial covenants recomputed for the four-quarter period for which financial statements have been most recently delivered to the Administrative Agent pursuant to Section 7.01(a) or 7.01(b), and (B) no Default shall exist at the time of, or would result from, such Junior Debt Payment. (b) 2. Make any Junior Debt Payment in violation of any Subordination Agreement relating to such Indebtedness or any other subordination provisions applicable thereto. (c) 3. Amend, modify or change the terms of (i) any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner materially adverse to the Parent or any Restricted Subsidiary (including any amendment or modification that would shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto)) or (ii) any TCFII NxEdge Acquisition Documents if such amendment or modification would be materially adverse to the Parent, any Restricted Subsidiary or the Lenders. (d) 4. Make any payment or contribution pursuant to the Modified Joint Plan of Reorganization made for the purposes of obtaining the benefit of a claims injunction under 11 U.S.C. §524(g)(1) and (4), other than the Deferred Contribution Contingent Payment, the Excess Asbestos Insurance Recovery Contributions and any other such payments made prior to the Closing Date. (e) 5. Permit any failure by any Loan Party or Subsidiary to comply with its material obligations pursuant to the Modified Joint Plan of Reorganization (including the failure to make the Deferred Contribution Contingent Payment (if any) as and when required to be paid under the terms of the Deferred Contribution Letter Agreement)Reorganization.

Prepayment of Other Indebtedness, Etc. (a) Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment of principal, interest principal or other amounts on redemption or redeem, purchase, acquire acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), defease refund, refinance or otherwise satisfy prior to the scheduled maturity thereof exchange of, or make any payment (in cash, in kind or otherwise) of interest with respect to, any manner Subordinated Indebtedness (other than (i) any Subordinated Indebtedness, (ii) any Indebtedness secured by Liens on the Collateral junior to those created under the Loan Documents or (iii) any Indebtedness incurred or maintained in reliance on Section 8.03(f) or Section 8.03(g) (other than a refinancing of Indebtedness incurred or maintained in reliance on Section 8.03(f) or Section 8.03(g) that is conducted pursuant to and in accordance with the express provisions terms of Section 8.03(fthe governing subordination terms and (ii) or the second proviso no such payment in Section 8.03(g), respectively) (each a “Junior Debt Payment”), except: (i) cash shall be made so long as no any Default or Event of Default exists or would result therefrom, Junior Debt Payments made using the Cumulative Credit then available; and (ii) any additional Junior Debt Paymentsfrom such payment); provided that the Loan Parties may pay (I) the Specified Permitted Acquisition Earnout at any time after the Closing Date either (A) both before and with the issuance of Equity Interests (that do not constitute Disqualified Stock) of the Parent Borrower or (B) so long as after giving pro forma effect to any such Junior Debt Paymentthereto, (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) the Consolidated Leverage Ratio Parent Borrower is less than 2.75 to 1.00 and the Loan Parties are otherwise in compliance with the financial covenants in Section 8.11, in each case on a Pro Forma Basis, with such financial covenants recomputed for 8.11 as of the four-most recently ended fiscal quarter period for which financial statements have been most recently (or were required to have been) delivered to the Administrative Agent pursuant to Section 7.01(a) or 7.01(b(b) and (II) any other Earn Out Obligations or Seller Subordinated Indebtedness at any time after the Closing Date so long as after giving pro forma effect thereto, (x) no Default shall have occurred and be continuing or would result therefrom, (y) the Parent Borrower is in compliance with the financial covenants in (x) Section 8.11(a) less 0.25:1.00 and (y) Section 8.11(b), in each case, as of the most recently ended fiscal quarter for which financial statements have been (or were required to have been) delivered pursuant to Section 7.01(a) or (b), and (Bz) no Default shall exist at such payment is permitted by the time of, terms of any subordination or would result from, intercreditor agreement applicable to such Junior Debt PaymentEarn Out Obligation or Seller Subordinated Indebtedness. (b) Make any Junior Debt Payment in violation of any Subordination Agreement relating to such Indebtedness or any other subordination provisions applicable thereto. (c) Amend, modify or change (or permit the amendment, modification or change of) any of the terms or provisions of any of any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner materially adverse to the Parent Lenders or any Restricted Subsidiary (including any amendment or modification that would shorten in a manner not permitted by the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate subordination terms applicable thereto). (d) Make any payment or contribution pursuant to the Modified Joint Plan of Reorganization made for the purposes of obtaining the benefit of a claims injunction under 11 U.S.C. §524(g)(1) and (4), other than the Deferred Contribution Contingent Payment, the Excess Asbestos Insurance Recovery Contributions and any other such payments made prior to the Closing Date. (e) Permit any failure by any Loan Party or Subsidiary to comply with its material obligations pursuant to the Modified Joint Plan of Reorganization (including the failure to make the Deferred Contribution Contingent Payment (if any) as and when required to be paid under the terms of the Deferred Contribution Letter Agreement).. 149

Prepayment of Other Indebtedness, Etc. (a) Amend or modify any of the terms of any Permitted Subordinated Debt or any Indebtedness permitted pursuant to Section 8.03(m) or (o) in a manner materially adverse to the Lenders without the consent of the Required Lenders. (b) Make any voluntary or optional payment or prepayment of principal, interest or other amounts on redemption or redeem, purchase, acquire acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), defease refund, refinance or otherwise satisfy prior to the scheduled maturity thereof in exchange of any manner Indebtedness of any Loan Party or any Subsidiary (other than (i) any Subordinated IndebtednessIndebtedness arising under the Loan Documents, (ii) any Indebtedness secured by Liens on the Collateral junior to those created permitted under the Loan Documents or Sections 8.03(d), (n), (q), (r) and (t), (iii) any intercompany Indebtedness, (iv) cash settlements of conversions of Permitted Convertible Notes permitted by Section 8.06(g), (v) Indebtedness incurred or maintained in reliance on Section 8.03(f) or Section 8.03(g) (other than a refinancing of Indebtedness incurred or maintained in reliance on Section 8.03(f) or Section 8.03(g) that is conducted permitted to be refinanced pursuant to Section 8.03, (vi) an exchange of any Permitted Convertible Notes and in accordance with the express provisions (vii) voluntary or optional redemptions of unsecured Indebtedness permitted under Section 8.03(f) or the second proviso in Section 8.03(g), respectively) (each a “Junior Debt Payment”), except: (i8.03(o) so long as as, in the case of this clause (b)(vii), (x) no Default exists or Event of Default has occurred or is continuing, or would result therefrom, Junior Debt Payments made using from the Cumulative Credit then available; and redemption of such Indebtedness and (iiy) any additional Junior Debt Payments; provided that (A) both before and the Consolidated Senior Secured Leverage Ratio immediately after giving effect to any the redemption of such Junior Debt Payment, the Consolidated Leverage Ratio is less than 2.75 Indebtedness pursuant to 1.00 and the Loan Parties are otherwise in compliance with the financial covenants in Section 8.11, in each case this clause (b)(vii) on a Pro Forma Basis, with such financial covenants recomputed for the four-quarter period for which financial statements have been most recently delivered Basis shall not be greater than 1.90 to the Administrative Agent pursuant to Section 7.01(a) or 7.01(b), and (B) no Default shall exist at the time of, or would result from, such Junior Debt Payment. (b) Make any Junior Debt Payment in violation of any Subordination Agreement relating to such Indebtedness or any other subordination provisions applicable thereto. (c) Amend, modify or change the terms of any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner materially adverse to the Parent or any Restricted Subsidiary (including any amendment or modification that would shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto1.0). (d) Make any payment or contribution pursuant to the Modified Joint Plan of Reorganization made for the purposes of obtaining the benefit of a claims injunction under 11 U.S.C. §524(g)(1) and (4), other than the Deferred Contribution Contingent Payment, the Excess Asbestos Insurance Recovery Contributions and any other such payments made prior to the Closing Date. (e) Permit any failure by any Loan Party or Subsidiary to comply with its material obligations pursuant to the Modified Joint Plan of Reorganization (including the failure to make the Deferred Contribution Contingent Payment (if any) as and when required to be paid under the terms of the Deferred Contribution Letter Agreement).

Prepayment of Other Indebtedness, Etc. Make (aor give any notice with respect thereto) Make any voluntary or optional payment or prepayment of principal, interest or other amounts on redemption or redeem, purchase, acquire acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), defease refund, refinance or otherwise satisfy prior to the scheduled maturity thereof in any manner (i) any Subordinated Indebtedness, (ii) exchange of any Indebtedness secured by Liens on the Collateral junior to those created of any Loan Party or any Subsidiary (other than (x) Indebtedness arising under the Loan Documents or and (iiiy) any Indebtedness incurred or maintained in reliance on Section 8.03(f) or Section 8.03(g) (other than a refinancing of Indebtedness incurred or maintained in reliance on Section 8.03(f) or Section 8.03(g) that is conducted the specific refinancings, renewals and extensions permitted pursuant to and Section 8.03(m)); provided, that, upon the election of any holder of Convertible Bond Indebtedness permitted under Section 8.03(n) to convert its notes thereunder into Equity Interests of the Company in accordance with the express provisions terms of Section 8.03(f) or the second proviso 1.00% Convertible Notes Documents, the Company may settle the applicable conversion in Section 8.03(g)cash, respectively) (each a “Junior Debt Payment”)in lieu of issuing Equity Interests of the Company, except: so long as (i) so long as no Default exists or Event of Default shall have occurred and be continuing at the time of such cash conversion or would result therefrom, Junior Debt Payments made using the Cumulative Credit then available; and therefrom and (ii) any additional Junior Debt Payments; provided that the Company shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving Pro Forma Effect to such cash conversion, (A) both before and after giving effect to any such Junior Debt Payment, the Consolidated Leverage Ratio is less than 2.75 to 1.00 and the Loan Parties are otherwise would be in compliance with the financial covenants set forth in Section 8.11, in each case on a Pro Forma Basis, with such financial covenants recomputed for 8.11 as of the four-most recent fiscal quarter period end for which the Company was required to deliver financial statements have been most recently delivered to the Administrative Agent pursuant to to Section 7.01(a7.01 (a) or 7.01(b), (b) and (B) no Default the Loan Parties would have Liquidity of at least $50,000,000. Notwithstanding the foregoing, nothing in this Section 8.12 shall exist at prohibit the time of, or would result from, such Junior Debt Payment. (b) Make any Junior Debt Payment in violation conversion of any Subordination Agreement relating to such Convertible Bond Indebtedness or any other subordination provisions applicable thereto. (c) Amend, modify or change the terms of any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner materially adverse to the Parent or any Restricted Subsidiary (including any amendment or modification that would shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto). (d) Make any payment or contribution pursuant to the Modified Joint Plan of Reorganization made for the purposes of obtaining the benefit of a claims injunction under 11 U.S.C. §524(g)(1) and (4), other than the Deferred Contribution Contingent Payment, the Excess Asbestos Insurance Recovery Contributions and any other such payments made prior to the Closing Date. (e) Permit any failure by any Loan Party or Subsidiary to comply with its material obligations pursuant to the Modified Joint Plan of Reorganization (including the failure to make the Deferred Contribution Contingent Payment (if any) as and when required to be paid under the terms into common stock of the Deferred Contribution Letter Agreement)Company.