Common use of Prepayments and Amendments Clause in Contracts

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness, (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, The Parent will not, and will not permit any of its Subsidiaries to (i) optionally prepay, redeem, defease, purchase, repurchase or otherwise acquire for value any Indebtedness of Borrower or its SubsidiariesIndebtedness, other than (A) the Obligations in accordance with the terms of this Agreement, (B) Permitted Intercompany Advancesany Indebtedness owing by any Subsidiary to a Loan Party, and (C) other with the proceeds of any Indebtedness in an aggregate principal amount not to exceed $1,000,000which constitutes Permitted Refinancing Indebtedness, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment(D) prepayments, redemptionredemptions, defeasancerepurchases, purchase or other acquisition of Indebtedness, (ii) make any payment on account acquisitions for value of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made (other than Subordinated Debt) so long as (A1) if the aggregate amounts paid therefor during any Fiscal Year exceeds $10,000,000, no Default or Event of Default has shall have occurred and be continuing at the time such Investment is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before made and immediately after giving effect to any such payment; and Investment, either (Caa) the payment Availability is required greater than or equal to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) $12,500,000 or (Bbb) of this Section 6.7(a)(ii)Availability is greater than or equal to $10,000,000 and Parent and its Subsidiaries’ Fixed Charge Coverage Ratio, then (1) such amount together with interest on a Pro Forma Basis, is at a market rate applicable least 1.20 to Indebtedness consisting of Earn-outs shall continue to accrue, 1.00 and (2) in all other cases, no Default or Event of Default exists before or immediately after giving effect thereto or (ii) make any principal, interest or other payments on or in respect of any Subordinated Debt that is not expressly permitted by the subordination provisions applicable to such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, orSubordinated Debt. (b) Directly The Parent will not, and will not permit any of its Subsidiaries to, agree to or indirectlypermit any amendment, amendmodification or waiver of any provision of any documents, modifyinstruments, agreements, or change other writings evidencing or executed and delivered in connection with any of the terms Indebtedness or provisions of any Subordinated Debt other than (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if the Obligations in accordance with the terms and conditions thereof could reasonably be expected to be materially adverse to Agentof this Agreement, any Lender, Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent Indebtedness among Loan Parties, (iii) Indebtedness described in Section 7.1(c) or Section 7.1(h), and (iv) Indebtedness constituting a Bank Product Obligations; provided, that no such amendment, modification, alterationor waiver shall be permitted if such Indebtedness, increaseafter giving effect to such amendment, modification, or change could notwaiver, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall does not be deemed to be materially adverse to the interests of the Lenders. Nothing in this constitute Indebtedness permitted under Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)7.1.

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.16.1 or with Qualified Equity Interests, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, and (CD) other Indebtedness in an aggregate principal amount not to exceed $1,000,000the 2023 Senior Notes or the 2026 Senior Notes, so long as (1) such payment is made solely with Pass-Through Proceeds or Excluded Equity Proceeds, (2) at the time such payment on the 2023 Senior Notes or the 2026 Senior Notes, as applicable, is made and immediately after giving effect thereto, no Event of Default shall exist or arise as a result thereof and exists, (3) the Administrative Borrower shall have Availability plus Qualified Cash given Agent prior written notice of such payment, and (4) on the date on which such payment is made, the Administrative Borrower shall have provided Agent with a certificate of a Responsible Officer regarding such payment in an amount equal which such Responsible Officer (aa) certifies that the conditions precedent to such payment set forth in the foregoing clauses (1) through (3) have been satisfied; (bb) demonstrates to Agent’s satisfaction that the proceeds used to make such payment constituted either (x) Pass-Through Proceeds (including by demonstrating that such proceeds satisfy the conditions set forth in the definition of “Pass-Through Proceeds”) or greater than $25,000,000 immediately (y) demonstrates to Agent’s satisfaction that the proceeds used to make such payment constituted Excluded Equity Proceeds (including by demonstrating that such proceeds satisfy the conditions set forth in the definition of “Excluded Equity Proceeds”); and (cc) attaches thereto a Pass-Through Proceeds Accounting or Excluded Equity Accounting, as applicable (all of which shall be prepared as of the date on which such payment is to be made and after giving effect thereto), with respect to all proceeds used to make such payment, or (E) any Indebtedness so long as the consummation of the proposed prepaymentPayment Conditions are satisfied, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, and (D) Indebtedness permitted under Section 6.1 clauses (c), (h), and (k) of the definition of “Permitted Indebtedness” if the terms and conditions thereof could reasonably be expected to be materially adverse to Agenteffect thereof, any Lender, Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders, or (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness or a Permitted Convertible Notes Refinancing permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of IndebtednessConvertible Notes Redemptions, (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if other than (A) the terms Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and conditions thereof could reasonably be expected (C) Indebtedness permitted pursuant to be materially adverse clauses (c), (f), (h) and (i) of the definition of Permitted Indebtedness; provided that, for the avoidance of doubt, amendments, modifications, and changes to Agentthe Convertible Notes Documents are permitted to the extent necessary to consummate a Permitted Convertible Notes Refinancing, any Lenderbut only so long as such amendments, Borrowermodifications, or any of Borrower’s Subsidiarieschanges comply with the restrictions applicable to a Permitted Convertible Notes Refinancing, (ii) any Material Contract (other than the Convertible Notes Documents, which are covered in clause (b)(i) above) except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party Borrower or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) if by doing so Borrower’s Liquidity would drop below that required by Section 7, optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its SubsidiariesBorrower, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness, (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) [intentionally omitted], (C) Indebtedness permitted under Section 6.1 if the terms definition of Permitted Indebtedness (other than Indebtedness permitted under clauses (g) or (h) of the definition of Permitted Indebtedness), and conditions thereof (D) Indebtedness permitted under clauses (g) or (h) of the definition of Permitted Indebtedness so long as such amendment, modification, or change (x) could not, individually or in the aggregate, reasonably be expected to be materially adverse to Agentthe interests of the Lenders, any Lender, Borrower, or and (y) would not otherwise cause Borrower to breach any of Borrower’s Subsidiariesthe provisions of this Agreement, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries Borrower if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. The Borrower and each other Loan Party will not, and will not permit any of their Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, Advances and (C) other so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Junior Indebtedness in an aggregate principal amount not to exceed the greater of (x) $1,000,00013,000,000 and (y) 15% of EBITDA for the Reference Period most recently ended prior to such determination (measured as of such date) in the aggregate during the term of this Agreement, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) Indebtedness permitted under Section 6.1 if clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, and (D) any other Permitted Indebtedness but only so long as, with respect to this clause (D), the amendment, modification or change of such terms or provisions does not involve (1) the payment terms (including any provisions regarding interest rates, principal or interest payment or prepayment amounts, total principal amounts or similar or related terms and conditions thereof could reasonably be expected to be materially adverse to Agent, provisions) of or subordination provisions respecting any Lender, Borrower, such Permitted Indebtedness or any of Borrower’s Subsidiaries, (ii2) any Material Contract other provisions of such Permitted Indebtedness except to the extent that (x) no Default or Event of Default exists at the time or results by virtue of any such amendment, modificationmodification or other alteration and (y) such amendment, alteration, increase, modification or change other alteration could not, individually or in the aggregate, not reasonably be expected to be materially adverse to the interests of the Agent and Lenders, or (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. (a) Except in connection with Permitted Refinancing Indebtedness permitted by Section 6.1,10.1, the Borrower will not, and will not permit any of its Subsidiaries to: (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness Junior Financing of Borrower any Credit Party or any of its Subsidiaries, other than (A) with amounts applied to such use under the Obligations in accordance with this AgreementAvailable Amount Basket, (B) Permitted Intercompany Advances, with the proceeds of the substantially concurrent sale or issuance of Qualified Equity Interests of the Borrower (including the conversion of convertible Indebtedness of the Borrower and its Subsidiaries into Qualified Equity Interests of the Borrower) or (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as on a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately pro forma basis after giving effect to the consummation of the proposed such redemption, prepayment, redemption, defeasance, purchase or other acquisition repayment, (x) no Event of Indebtedness,Default has occurred and is continuing or would result therefrom and (y) on a pro forma basis after giving effect thereto, the Total Leverage Ratio for the most recent Test Period at the end of which Section 9.1 Financials were required to have been delivered shall not exceed 2.00 to 1.00, or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, orand (b) Directly The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) except in connection with Permitted Refinancing Indebtedness permitted by Section 10.1, any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if the terms and conditions thereof could reasonably be expected to be materially adverse to AgentJunior Financing, any Lender, Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, (ii) any Revolving Indebtedness Document or any documentation relating to any Credit Agreement Refinancing Indebtedness, except to the extent permitted by the Intercreditor Agreement (or other applicable intercreditor agreement), or (iii) the Governing Organizational Documents of any Loan Credit Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries or Parent to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Parent, any Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Indebtedness under Hedge Agreements, (C) Permitted Intercompany Advances, and (CD) other Indebtedness any optional prepayment of the Term Loan pursuant to Section 2.06(a) of the Term Loan Agreement as in an aggregate principal amount not to exceed $1,000,000effect on the Closing Date, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately as, after giving effect to the consummation such prepayment, each of the proposed prepaymentTerm Loan Payment Conditions is satisfied, redemption(E) any mandatory prepayment of the Term Loan pursuant to Section 2.06(b) of the Term Loan Agreement as in effect on the Closing Date and (F) any Discounted Voluntary Repurchase of the Term Loan pursuant to Section 2.15 of the Term Loan Credit Agreement as in effect on the Closing Date, defeasanceso long as, purchase after giving effect to such repurchase, each of the Term Loan Payment Conditions is satisfied, or (ii) make any mandatory prepayments of principal of the Term Loan pursuant to Section 2.06(c) of the Term Loan Credit Agreement as in effect on the Closing Date (or other acquisition excess cash flow prepayment in any replacement or refinancing thereof) or any prepayment of any Indebtedness incurred pursuant to clause (h) of the definition of Permitted Indebtedness, except to the extent that, in each case, after giving effect to such payment, each of the Term Loan Payment Conditions is satisfied, (iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments or (iv) make any prepayment on account of Indebtedness consisting Capitalized Lease Obligations outside the ordinary course of Earn-outs that have been contractually subordinated business in right of payment to an aggregate cumulative amount from and after the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least Term Loan Closing Date exceeding $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or5,000,000. (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness permitted other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) the Indebtedness under Section 6.1 the Term Loan Documents, and (D) other Indebtedness if the terms and conditions thereof could reasonably be expected to be materially adverse to Agenteffect thereof, any Lender, Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Loan Parties, Administrative Agent, Co-Collateral Agents or Lenders, or (ii) except to the extent permitted by the Intercreditor Agreement, any Term Loan Document; provided that notwithstanding the foregoing, in no event shall the Term Loan Documents be amended, modified or otherwise changed after the Closing Date to (x) shorten final stated maturity date of the Indebtedness under the Term Loan Documents to a date prior to the Maturity Date, (y) shorten the weighted average life to maturity of the Indebtedness under the Term Loan Documents to a weighted average life to maturity that is shorter than the Term Loan as in effect on the Closing Date, or (z) make materially more restrictive the terms and conditions of the Term Loan Documents regarding mandatory prepayments based upon the Excess Cash Flow Amount; or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) , optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or its Subsidiaries, other than than (Ai) the Obligations in accordance with this Agreement, (Bii) payments in respect of the ABL Indebtedness subject to the terms of the Intercreditor Agreement; and (iii) Permitted Intercompany Advances; provided that the Loans Parties may optionally prepay or redeem Indebtedness, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000the portion, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation if any, of the proposed prepaymentCumulative Credit that the Loan Parties elect to use to prepay or redeem such Indebtedness, redemptionsuch election to be specified in a written notice of an Authorized Person of the Administrative Borrower calculating in reasonable detail the amount of the Cumulative Credit immediately prior to such election and the amount thereof to be so applied; provided, defeasance, purchase or other acquisition that each of Indebtedness, the following conditions is satisfied: (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (Ai) no Default or Event of Default has occurred and or is continuing or of would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2ii) any after giving pro forma effect to such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A)payment or redemption, (Bx) the Fixed Charge Coverage Ratio shall be at least 1.20 to 1.00, and (Cy) of this Section 6.7(a)(ii) is satisfied at the time of the making of such paymentTotal Net Leverage Ratio shall be no greater than 3.00:1.00, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) the ABL Documents to the extent permitted by the Intercreditor Agreement, (C) Permitted Intercompany Advances, and (D) Indebtedness permitted under Section 6.1 if the terms clauses (c), (j) and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries, (iik) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lendersdefinition of Permitted Indebtedness, or (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower Parent or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, Advances so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed such prepayment, redemption, defeasancedefeasance or purchase is permitted under the terms of the Intercompany Subordination Agreement, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a or (iii) convert into Stock of Parent any Permitted AcquisitionIndebtedness of Parent which by its terms is convertible into the Stock of Parent, payments on account or Confidential treatment is being requested for portions of Indebtedness consisting this document. This copy of Earn-outs that have been contractually subordinated in right of payment the document filed as an exhibit omits the confidential information subject to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made confidentiality request. Omissions are designated by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) symbol [***]. A complete version of this Section 6.7(a)(ii), then (1) such amount together document has been filed separately with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, the Securities and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, orExchange Commission. (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under Section 6.1 if clauses (c), (h), (j) and (k) of the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any definition of Borrower’s SubsidiariesPermitted Indebtedness, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party Parent or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness a refinancing permitted by Section 6.1, 7.1(j) or as provided in subsection (ic) optionally or (d) below, prepay, redeem, retire, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiariesowing to any third Person, other than (A) the Obligations and Indebtedness owing to any Borrower in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness, (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly Except as permitted by subsection (c) below, directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of (i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if the terms and conditions thereof could reasonably be expected to be materially adverse to AgentSections 7.1(b), any Lender, Borrower(c), or any of Borrower’s Subsidiaries(d), (c) GCI shall not, and shall not permit any Subsidiary to, amend, supplement, or modify any Senior Note Document or repay the principal of, or make any other payment in relation to, the Senior Notes; provided, so long as no Event of Default has occurred and is continuing or would result therefrom, the foregoing shall not prohibit (i) the payment of regularly scheduled interest on the Senior Notes, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests repayment of the LendersSenior Notes at the stated maturity date of July 1, or 2006, (iii) the Governing Documents repayment of the Senior Notes with the proceeds of any Loan Party refinancing thereof (provided that such refinancing Indebtedness complies with the requirements of Section 7.1(i) and is otherwise on terms substantially similar to the Senior Notes), and (iv) modifications or any of its Subsidiaries amendments to the Senior Notes or the Senior Note Documents if the effect thereof, either individually or in the aggregate, thereof could reasonably not be expected to be materially adverse result in a Material Adverse Change and otherwise do not involve the amendment or modification of provisions which would increase interest rates, principal or interest payment amounts, total principal amounts, or require payment of any such amounts at earlier times, or similar terms and provisions, and (d) Notwithstanding anything to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing contrary contained in this Section 6.7(b)(iii) Agreement or in any other Loan Document, Borrowers may prepay any other Indebtedness, if, after giving effect to such prepayment, no Event of Default shall permit Borrower have occurred or any of its Subsidiaries is continuing and Excess Availability shall be at least equal to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)$30,000,000.

Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries to, (a) Except in connection with (i) Refinancing Indebtedness permitted by Section 6.16.1 and (ii) any payment that is made solely from the proceeds of an issuance by Borrower of Qualified Equity Interests or by issuing Qualified Equity Interests in satisfaction or exchange for such Indebtedness so long as, in each case under this clause (ii), no Default or Event of Default shall have occurred and be continuing or would result therefrom, (i) unless, immediately after giving effect to any such optional prepayment, redemption, defeasance, purchase or other acquisition, (x) Borrower shall be in compliance on a pro forma basis with the covenant set forth in Section 7(a) recomputed for the most recently ended month of Borrower, (x) Borrower shall have Liquidity, as of such date, in an amount equal to or greater than $30,000,000 and (z) no Default or Event of Default shall have occurred and be continuing or would result therefrom, optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness, (ii) make any payment (including any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment) with respect to or on account of any Indebtedness (other than the Convertible Subordinated Debt) that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; provided, provided that in connection with a Permitted Acquisitionthat, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) it is permitted by law, and so long as no Default or Event of Default has shall have occurred and is be continuing or would result therefrom; , Borrower may make payments in exchange for fractional shares in connection with the conversion of any such Indebtedness, in an otherwise cashless exchange, into Qualified Equity Interests, or (Biii) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000unless, both immediately before and immediately after giving effect to any such payment; and , (Cx) Borrower shall be in compliance on a pro forma basis with the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition covenant set forth in clauses Section 7(a) recomputed for the most recently ended month of Borrower, (Ax) Borrower shall have Liquidity, as of such date, in an amount equal to or greater than $30,000,000 and (Bz) no Default or Event of this Section 6.7(a)(iiDefault shall have occurred and be continuing or would result therefrom, make any payment (including any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), then (1sinking fund or similar payment) such amount together with interest at a market rate applicable respect to Indebtedness consisting or on account of Earn-outs shall continue to accruethe Convertible Subordinated Debt; provided, and (2) any such amountthat, together with accrued interestnotwithstanding the foregoing, may be paid so long as each it is permitted by law, and so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Borrower may make payments (x) of accrued interest owing with respect to the Convertible Subordinated Debt and (y) in exchange for fractional shares in connection with the conversion of the conditions set forth Convertible Subordinated Debt, in clauses (A)an otherwise cashless exchange, (B) and (C) of this Section 6.7(a)(ii) is satisfied at into Qualified Equity Interests in accordance with the time terms of the making of such paymentConvertible Subordinated Debt Documents, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness (other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under Section 6.1 if the terms and conditions thereof could reasonably be expected to be materially adverse to Agentclauses (c), any Lender(e)(i), Borrower(e)(ii), or any of Borrower’s Subsidiaries, (ii) any Material Contract except solely to the extent the terms or provisions of the Indebtedness being guaranteed is permitted to be amended, modified or changed, (e)(iii), (j), (l), (m), (p) and (r) of the definition of Permitted Indebtedness); provided that (x) with respect to any Permitted Indebtedness which is permitted to be refinanced with Refinancing Indebtedness, Borrower may amend, modify or change any such agreement, instrument, document, indenture, or other writing evidencing such Permitted Indebtedness if, after giving effect to such amendment, modificationmodification or change, alterationsuch Permitted Indebtedness would be permitted as Refinancing Indebtedness and (y) Borrower may permit any agreement, increaseinstrument, document, indenture, or change could not, individually other writing evidencing or in the aggregate, reasonably be expected concerning Subordinated Indebtedness to be materially adverse amended with the sole effect of allowing the applicable Subordinated Indebtedness to the interests of the Lendersbe converted, in a cashless exchange (other than respect to cash payment made in exchange for fractional shares), into Qualified Equity Interests, or (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness a refinancing permitted by Section 6.1, clause (i) optionally of the definition of Permitted Indebtedness, except as may be necessary to comply with mandatory provisions of Applicable Gaming Laws (including a Required Regulatory Redemption in accordance with Section 3.8 of the Indenture), and except (so long as no Event of Default has occurred and is continuing) as may be necessary to comply with Section 4.20 of the Indenture, prepay, redeem, retire, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its SubsidiariesSubsidiaries owing to any third Person, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness, (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, orand (b) Directly Except as may be necessary to comply with mandatory provisions of Applicable Gaming Laws, directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of conditions of (i) any Senior Note Document, provided, however, that additional Notes may be issued pursuant to the terms thereof to the extent the Indebtedness evidenced by such Notes is permitted hereunder, (ii) the Operating Agreement and the Certificate of Designation, (iii) the Consulting Agreements, or (iv) any agreement, instrument, document, indenture, or other writing evidencing or concerning (A) Indebtedness permitted under Section 6.1 clause (f) of the definition of "Permitted Indebtedness", or (B) Indebtedness refinanced in accordance with clause (i) of the definition of "Permitted Indebtedness" in respect of any Indebtedness permitted under clause (f) of the definition of "Permitted Indebtedness", if the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any effect of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increaseor change would materially increase the obligations of Borrower or its Subsidiaries or confer additional material rights on the holder of such Indebtedness in a manner adverse to Borrower, its Subsidiaries, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)Lender.

Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries to: (a) Except except in connection with the Transactions or any Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Borrower or its SubsidiariesSubsidiaries consisting of Xxxxxxxxxxxx xxxxxxxxx xxxxx xxxxxxx (x), (x), (x), (x), (x), (x), (x) or (aa) of the definition of Permitted Indebtedness, or any other Indebtedness with an outstanding amount greater than $25,000,000 that is secured by Liens on the Collateral that rank junior to the Liens on the Collateral securing the Obligations, in all such cases, prior to the maturity date applicable to such Indebtedness, except (A) any prepayment, redemption, defeasance, purchase or other acquisition with Qualified Equity Interests so long as at the Obligations in accordance with this Agreementtime of such prepayment, redemption, defeasance, purchase or other acquisition no Default or Event of Default has occurred and is continuing or would result therefrom, (B) Permitted Intercompany Advancesany prepayment, redemption, defeasance, purchase or other acquisition with the net cash proceeds of an issuance of Qualified Equity Interests within 60 days of such issuance (or such later date as agreed to by the Agent in its sole discretion)) so long as (1) at the time of such prepayment, redemption, defeasance, purchase or other acquisition no Default or Event of Default has occurred and is continuing or would result therefrom and (2) the net cash proceeds of such issuance of Qualified Equity Interests are maintained in a segregated Deposit Account subject to the “control” of the Agent until the earlier of (a) application toward such prepayment, redemption, defeasance, purchase or other acquisition and (b) the date that is 60 days after such issuance, (C) any prepayment, redemption, defeasance, purchase or other acquisition so long as, at the time of such prepayment, redemption, defeasance, purchase or other acquisition, no Default or Event of Default has occurred and is continuing or would result therefrom and either (1) the Payment Conditions are satisfied at such time or (2) for each of the 30 consecutive days immediately preceding such prepayment, redemption, defeasance, purchase or other acquisition, and both before and after giving effect to such prepayment, redemption, defeasance, purchase or other acquisition, (x) no Loans are outstanding and (y) Liquidity is at least $500,000,000; provided, further that the foregoing conditions under this clause (C) shall not be required to be satisfied with respect to prepayments, redemptions, defeasances, purchases or other acquisitions of any such Indebtedness in an aggregate principal amount not to exceed $1,000,000(for all such prepayments, so long as no Event redemptions, defeasances, purchases or other acquisitions) of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect up to the consummation greater of (x) $100,000,000 and (y) 1.5% of Consolidated Net Tangible Assets, measured as of the proposed last day of the fiscal quarter ending prior to the date of such prepayment for which financial statements have been delivered to the Agent, during the term of this Agreement and (D) any prepayment, redemption, defeasance, purchase or other acquisition of the Convertible Notes with Qualified Equity Interests; provided that this Section 6.6(a)(i) shall not apply to any prepayment, redemption, defeasance, purchase, or other acquisition of the Convertible Notes to the extent such event or condition occurs as a result of (x) the satisfaction of a conversion contingency pursuant to the Convertible Notes (as in effect on the date hereof) or the exercise by a holder of the Convertible Notes of a conversion right resulting from the satisfaction of a conversion contingency pursuant to the Convertible Notes (as in effect on the date hereof) (it being understood that any such prepayment, redemption, defeasance, purchase, or other acquisition of the Convertible Notes made in cash in reliance on this clause (x) shall be subject to satisfaction of the Payment Conditions at the time thereof, other than prepayments, redemptions, defeasances, purchases or other acquisitions (i) of less than $30,000,000 in the aggregate during the term of this Agreement, or (ii) paid in lieu of fractional shares)) or (y) a required repurchase under the Convertible Notes; provided further that nothing in this Section 6.6 shall prohibit the payment of Indebtedness permitted under this Agreement at the time of the final maturity of the obligations under such Indebtedness,, or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly except in connection with the Transactions or any Refinancing Indebtedness permitted by Section 6.1, directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Xxxxxxxxxxxx xxxxxxxxx xxxxx xxxxxxx (x), (x), (x), (x), (x), (x), (x) or (aa) of the definition of Permitted Indebtedness permitted under Section 6.1 (A) if the such Indebtedness could not have been incurred (including as Refinancing Indebtedness) on such terms and conditions thereof (without limiting clause (ii) below) or (B) if such amendment, modification or change could reasonably be expected to be materially adverse to Agentaffect the interests of the Lenders adversely in any material respect, any Lender, Borrower, or any of Borrower’s Subsidiaries,or (ii) the Governing Documents of any Material Contract except to Loan Party or any of its Subsidiaries, the extent that such amendmentExisting Senior Notes, modificationthe Convertible Notes or the Senior Secured Notes, alterationin each case if the effect thereof, increase, or change could not, either individually or in the aggregate, would reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. Irish Holdings will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) other voluntary or optional prepayments of principal and interest on account of Permitted Purchase Money Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist have occurred and be continuing at the time of such prepayment or arise would result therefrom and (D) the prepayment by Irish Holdings of the payments required under the Management Services Agreement, so long as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount Liquidity is equal to or greater than $25,000,000 immediately 15,000,000 after giving effect to such payment and so long as no Event of Default shall have occurred and be continuing at the consummation time of the proposed prepaymentsuch prepayment or would result therefrom, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or. (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under Section 6.1 if the terms clauses (c), (e), (h), (i), (j), (k), (l) and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries, (iin) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lendersdefinition of Permitted Indebtedness, or (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided provided, that the adoption and implementation of Irish Holdings may adopt Governing Documents in connection with its registration as a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions public limited company under such a stockholders rights plan other than as permitted by Section 6.9(c)Irish law.

Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries to: (a) Except except in connection with the Transactions or any Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Borrower or its Subsidiaries, other than Subsidiaries consisting of Indebtedness permitted under clauses (A) the Obligations in accordance with this Agreementf), (Bp), (q), (t), (u), (v), (z) or (aa) of the definition of Permitted Intercompany AdvancesIndebtedness, and (C) or any other Indebtedness in with an aggregate principal outstanding amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect that is secured by Liens on the Collateral that rank junior to the consummation of Liens on the proposed Collateral securing the Obligations, in all such cases, prior to the maturity date applicable to such Indebtedness, except (A) any prepayment, redemption, defeasance, purchase or other acquisition with Qualified Equity Interests so long as at the time of such prepayment, redemption, defeasance, purchase or other acquisition no Default or Event of Default has occurred and is continuing or would result therefrom, (B) any prepayment, redemption, defeasance, purchase or other acquisition with the net cash proceeds of an issuance of Qualified Equity Interests within 60 days of such issuance (or such later date as agreed to by the Agent in its sole discretion)) so long as (1) at the time of such prepayment, redemption, defeasance, purchase or other acquisition no Default or Event of Default has occurred and is continuing or would result therefrom and (2) the net cash proceeds of such issuance of Qualified Equity Interests are maintained in a segregated Deposit Account subject to the “control” of the Agent until the earlier of (a) application toward such prepayment, redemption, defeasance, purchase or other acquisition and (b) the date that is 60 days after such issuance, and (C) any prepayment, redemption, defeasance, purchase or other acquisition so long as, at the time of such prepayment, redemption, defeasance, purchase or other acquisition, no Default or Event of Default has occurred and is continuing or would result therefrom and either (1) the Payment Conditions are satisfied at such time or (2) for each of the 30 consecutive days immediately preceding such prepayment, redemption, defeasance, purchase or other acquisition, and both before and after giving effect to such prepayment, redemption, defeasance, purchase or other acquisition, (x) no Loans are outstanding and (y) Liquidity is at least $500,000,000; provided, further that the foregoing conditions under this clause (C) shall not be required to be satisfied with respect to prepayments, redemptions, defeasances, purchases or other acquisitions of any such Indebtedness in an aggregate principal amount (for all such prepayments, redemptions, defeasances, purchases or other acquisitions) of up to the greater of (x) $200,000,000 and (y) 1.5% of Consolidated Net Tangible Assets, measured as of the last day of the fiscal quarter ending prior to the date of such prepayment for which financial statements have been delivered to the Agent, during the term of this Agreement; provided further that nothing in this Section 6.6 shall prohibit the payment of Indebtedness permitted under this Agreement at the time of the final maturity of the obligations under such Indebtedness,, or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly except in connection with the Transactions or any Refinancing Indebtedness permitted by Section 6.1, directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness permitted under Section 6.1 clauses (f), (p), (q), (t), (u), (v), (z) or (aa) of the definition of Permitted Indebtedness (A) if the such Indebtedness could not have been incurred (including as Refinancing Indebtedness) on such terms and conditions thereof (without limiting clause (ii) below) or (B) if such amendment, modification or change could reasonably be expected to be materially adverse to Agentaffect the interests of the Lenders adversely in any material respect, any Lender, Borrower, or any of Borrower’s Subsidiaries,or (ii) the Governing Documents of any Material Contract except to Loan Party or any of its Subsidiaries, the extent that such amendmentExisting Senior Notes or the Senior Secured Notes, modificationin each case if the effect thereof, alteration, increase, or change could not, either individually or in the aggregate, would reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. (a) Except solely in connection with the refinancing of the 1.875% Notes, the 2.750% Notes or the 3.875% Notes with Indebtedness that constitutes Refinancing Indebtedness or a cashless exchange of the 1.875% Notes, the 2.750% Notes or the 3.875% Notes for Second Lien Indebtedness permitted by Section 6.1,clause (i)(x) of the definition of Second Lien Indebtedness, none of Borrower or any Subsidiary of Borrower may: (ia) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness,Agreement or (iib) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (bc) Directly directly or indirectly, amend, modify, or change any of the terms or provisions ofof the following: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if 6.01 other than (A) the terms and conditions thereof Obligations in accordance with this Agreement or (B) Permitted Intercompany Advances, except to the extent such amendment, modification or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to Agentthe interests of the Lenders in any material respect, any Lender, Borrower, or any of Borrower’s Subsidiaries,or (ii) any Material Contract (other than the 1.875% Notes Documents, the 2.750% Notes Documents or the 3.875% Notes Documents in connection with Refinancing Indebtedness thereof that constitutes Permitted Indebtedness under Section 6.01) except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders. Subject in each case to the subordination provisions of the 1.875% Notes Indenture, or the 2.750% Notes Indenture, the 3.875% Notes Indenture, any Refinancing Indebtedness in respect of the foregoing, and any Additional Unsecured Subordinated Indebtedness and for so long as no Event of Default has occurred and is continuing hereunder, Borrower shall be permitted to make regularly scheduled payments of interest in respect of the 1.875% Notes, the 2.750% Notes, the 3.875% Notes, any Refinancing Indebtedness in respect thereof and any Additional Unsecured Subordinated Indebtedness (but not, for the avoidance of doubt, any (i) cash principal payments on, or redemptions of, any of the foregoing Indebtedness (other than as set forth in clause (a) above in respect of refinancing the 1.875% Notes, the 2.750% Notes or the 3.875% Notes with Refinancing Indebtedness) or (ii) “Additional Interest,” “Special Interest,” “Liquidated Damages” or any like additional interest under the terms of the 1.875% Notes Documents, 2.750% Notes Documents, the 3.875% Notes Documents, any Refinancing Indebtedness in respect thereof or any Additional Unsecured Subordinated Indebtedness). Furthermore, for the avoidance of doubt, Borrower is not permitted to make any principal payments on any Second Lien Indebtedness for so long as any Obligations or any Commitments are outstanding. Notwithstanding any other provision herein to the contrary, in no event shall the Borrower make any principal, interest or other payments on any Pre-Existing Borrower Intercompany Payables, unless each of the following conditions are satisfied: (i) no Default or Event of Default has occurred and is continuing or would result from any such payment, (ii) both before and immediately after giving effect to any such payment by the Borrower, the Borrower has Liquidity of greater than or equal to $8,000,000 and (iii) material adverse tax consequences to the Governing Documents Borrower would result if the Borrower does not make such payment at or about the time the Borrower makes such payment. For so long as the foregoing conditions have been satisfied, the Borrower may make payments of only those Pre-Existing Borrower Intercompany Payables that constitute the payment of operating expenses of Foreign Subsidiaries in the ordinary course of business consistent with past practice or for the purchase of products or services on terms consistent with a transaction negotiated at arms-length. For so long as the restrictions set forth in the first sentence of this paragraph have been satisfied, if the purpose of any Loan Party or payment on any Pre-Existing Borrower Intercompany Payable is for any other purpose (including in respect of its Subsidiaries mitigating adverse tax consequences) than those set forth in the immediately preceding sentence, the Borrower may make payments of Pre-Existing Borrower Intercompany Payables only if the effect thereoffollowing additional conditions are met: (a) no such payment may be made prior to December 31, either individually or in 2012, (b) no single payment may exceed $2,500,000, (c) prior to making any payment, the aggregate, could reasonably be expected to be materially adverse Borrower must deliver to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse Agent documentation reasonably satisfactory to the interests Agent indicating that not less than 90% of such payment will be dividended back to the Lenders. Nothing Borrower within five Business Days and (d) no payment may be made unless the condition set forth in clause (c) has been met for the initial payment made pursuant to this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries sentence and, thereafter, for all other previous payments made pursuant to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)this sentence.

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or its Subsidiaries, or (ii) elect to pay or repay Convertible Notes in cash upon conversion thereof, other than (A) prepayments of the Obligations in accordance with this Agreement, (B) prepayments of Hedge Obligations, (C) prepayments of Permitted Intercompany Advances, and (CD) in connection with Refinancing Indebtedness permitted by Section 6.1, (E) if the Payment Conditions are satisfied, provided, that in the case payments under this clause (E), the aggregate amount of prepayments, redemptions, purchases, other acquisitions of such Indebtedness in an aggregate principal amount or payments shall not to exceed $1,000,00025,000,000 in the aggregate during the term of this Agreement, or (F) prepayments in cash, payments in cash upon conversion thereof, or other payments in cash of Convertible Notes so long as no Event of Default shall exist any such prepayment or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect payment is permitted pursuant to the consummation terms of the proposed prepaymentConvertible Note Documents and the Payment Conditions II are satisfied, redemption, defeasance, purchase or other acquisition of Indebtedness,or (iib) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (bc) Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness permitted under Section 6.1 if clauses (c), (h), and (k) of the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrowerdefinition of Permitted Indebtedness, or any of Borrower’s Subsidiaries, (iiE) any Material Contract except to the extent that other Indebtedness if such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepayPrepay, redeem, retire, defease, purchase, or otherwise acquire any Indebtedness of any Borrower or its SubsidiariesSubsidiaries owing to any third Person, other than (A) the Obligations in accordance with this Agreement; except: (i) in connection with a refinancing permitted by clause (j) of the definition of Permitted Indebtedness, (Bii) Permitted Intercompany Advancesas may be necessary to comply with mandatory provisions of Applicable Gaming Laws (including a Required Regulatory Redemption in accordance with Section 3.8 of the Indenture), (iii) the repurchase of Notes in accordance with Section 7.4(b)(iv)(D), and (Civ) other Indebtedness the repurchase of Notes in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness, (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions20,000,000, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash be the consequence thereof, Borrowers do not use a Borrowing or Advance under this Agreement for the purchase of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrueNotes, and (2) any such amount, together no outstanding Obligations are owed to Lender other than contingent liabilities associated with accrued interest, may be paid so long as each issued and outstanding Letters of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, orCredit; and (b) Directly Except as may be necessary to comply with mandatory provisions of Applicable Gaming Laws, directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of conditions of (i) any Senior Note Document, provided, however, that additional Notes may be issued pursuant to the terms thereof to the extent the Indebtedness evidenced by such Notes is permitted hereunder, (ii) the Operating Agreements, (iii) the Management Agreement, or (iv) any agreement, instrument, document, indenture, or other writing evidencing or concerning (A) Indebtedness permitted under Section 6.1 clause (f) of the definition of "Permitted Indebtedness", or (B) Indebtedness refinanced in accordance with clause (j) of the definition of "Permitted Indebtedness" in respect of any Indebtedness permitted under clause (f) of the definition of "Permitted Indebtedness", if the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any effect of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increaseor change would materially increase the obligations of Borrowers or their Subsidiaries or confer additional material rights on the holder of such Indebtedness in a manner adverse to Borrowers, their Subsidiaries, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)Lender.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, Make any payments (i) optionally prepay, redeem, defease, purchasewhether voluntary or mandatory, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasanceretirement, purchase defeasance or other acquisition) with respect to any Specified Indebtedness or the Add-On Debt, except (a) regularly scheduled payments of principal, interest and fees (but only, with respect to Specified Indebtedness that is Subordinated Indebtedness and/or any permitted Refinancing Indebtedness in respect thereof, to the extent not otherwise prohibited under any subordination agreement or intercreditor agreement relating to such Indebtedness), and (b) any prepayment, redemption, retirement, defeasance or acquisition of Indebtedness, Specified Indebtedness or the Add-On Debt (ii) make together with, in each case, any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms accrued interest and conditions, premiums thereon); provided that in connection with a Permitted Acquisitionthe case of clause (b), payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, Payment Conditions are satisfied both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the prepayment, redemption, retirement, defeasance or acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, orSpecified Indebtedness or Add-On Debt (as the case may be). (b) Directly or indirectly, amendAmend, modify, or otherwise change any of its Governing Documents as in effect on the terms or provisions of Closing Date in any material respect, except for (i) changes required by or reasonably related to any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness transaction permitted under Section 6.1 if the terms 6.3 or 6.5 and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent changes that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be are not materially adverse to the interests of the LendersLenders in their capacity as such. (c) Amend, or supplement or otherwise modify any Subordinated Indebtedness Documents or any Existing Senior Notes Documents, if such modification (i) increases the principal balance of such Indebtedness, or increases any required payment of principal or interest; (ii) accelerates the date on which any installment of principal or any interest is due, or adds any additional redemption, put or prepayment provisions; (iii) shortens the Governing Documents of final maturity date or otherwise accelerates amortization; (iv) increases the interest rate; (v) increases or adds any Loan Party fees or charges; (vi) modifies any of its Subsidiaries if the effect thereofcovenant in a manner or adds any representation, either individually covenant or default that is more onerous or restrictive in the aggregateany material respect for any Borrower or Subsidiary, could reasonably be expected to be or that is otherwise materially adverse to any Borrower, any Subsidiary or Lenders; (vii) in the interests case of the LendersExisting Senior Notes (or any Permitted Senior Indebtedness or permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof) results in the Obligations not constituting “Senior Indebtedness” (or the equivalent) under the Indenture (or any indenture evidencing or governing any Permitted Senior Indebtedness or permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof); or (viii) in the case of Subordinated Indebtedness results in the Obligations not constituting “senior indebtedness” (or any functionally equivalent term) under the applicable Subordinated Indebtedness Documents or otherwise not being fully benefited by the subordination provisions of such Subordinated Indebtedness; provided that the adoption and implementation of a stockholders rights plan Loan Parties shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries permitted to make any distributions such amendment, supplement, or other modification solely to the extent that on the effective date thereof the Loan Parties would have been permitted to incur new Indebtedness under clauses (l), (m), (n) or (z) of Section 6.1 in the full amount of the outstanding Specified Indebtedness to which such a stockholders rights plan amendment, supplement, or other than as permitted by Section 6.9(c)modification relates. (d) Amend, supplement or otherwise modify any documents evidencing any Permitted Senior Indebtedness in any manner which would violate the terms of any intercreditor or subordination agreement with Agent relating to such Indebtedness. (e) [Intentionally Omitted]

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany AdvancesHedge Obligations, and (C) other Indebtedness Permitted Intercompany Advances to the extent provided in an aggregate principal amount not to exceed $1,000,000the Intercompany Subordination Agreement, (D) so long as no Event of Default shall exist or arise as a result thereof has occurred and Borrower shall have Availability plus Qualified Cash is continuing, other Indebtedness in an aggregate amount equal not to exceed $500,000 in any one fiscal year or greater than $25,000,000 immediately after giving effect to 2,500,000 in the consummation aggregate during the term of the proposed prepaymentAgreement, redemptionor (E) any Indebtedness so long as the Payment Conditions are satisfied, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness permitted under Section 6.1 if the terms and conditions thereof could reasonably be expected to be materially adverse to Agenteffect thereof, any Lender, Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders, (ii) the Senior Secured Note Documents to the extent that such amendment, ormodification or change (A) would make any of the covenants or defaults or events of default set forth in the Senior Secured Note Documents more restrictive as to Parent or any of its Subsidiaries than the covenants and defaults or events of default set forth in the Senior Secured Note Documents, in each case, as in effect on Closing Date, (B) would change to earlier dates any dates upon which payments of principal or interest are due thereon, (C) would change the redemption, mandatory prepayment, or defeasance provisions thereof, (D) would restrict any Loan Party from making payments of the Obligations that would otherwise be permitted under the Senior Secured Note Documents as in effect on the date hereof, or (E) would increase the cash pay portion of any interest rate by more than 3.00 percentage points per annum or add any recurring fees, (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse , or (iv) any Material Contract except to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower extent that such amendment, modification, or any of its Subsidiaries change could not reasonably be expected to make any distributions under such have a stockholders rights plan other than as permitted by Section 6.9(c)Material Adverse Effect.

Prepayments and Amendments. (a) Except in connection with (x) any Term Loan Refinancing consummated on the Amendment Effective Date, and (y) Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any principal of the Indebtedness of Borrower Borrowerany Loan Party or its Restricted Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, and (CCD) other Indebtedness of Borrower or its Restricted Subsidiaries (including Indebtedness in an aggregate principal amount not to exceed $1,000,000respect of Capital Leases or, Permitted Purchase Money Indebtedness and the Term Loan FacilitiesFacility), so long as as, in the case of this clause (D), either (1) no Default or Event of Default shall exist has occurred and is continuing or arise as a would result thereof therefrom, and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed (2)such prepayment, redemption, defeasance, purchase or other acquisition is made solely with Net IPO Proceeds received by Parent, within the 60 day period immediately preceding the date of Indebtedness,such prepayment, redemption, defeasance, purchase or other acquisition, to the extent Not Otherwise Applied, or (2) immediately before and immediately after giving effect to such prepayment, redemption, defeasance, purchase or other acquisition, the Excess Availability Threshold willeach of the Payment Conditions shall be satisfied, or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment ofto the Obligations if such payment is not permitted at such time under the applicable subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly Amend, modify, change or waive, directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 6.1, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) Permitted Indebtedness (other than the Term Loan Facilities and any Refinancing Indebtedness in respect thereof), and (D) the Term Loan Facilitiesthe Term Loan Facility (and any Refinancing Indebtedness in respect thereof), if, and to the extent that, such amendment, modification or, change is notor waiver is prohibited by the Intercreditor Agreement, (ii) prior to consummation of an IPO, any Management Agreement if the terms and conditions thereof effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to Agentdisadvantageous, any Lender, in the good faith judgment of the Board of Directors of Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent Lenders when taken as a whole, as compared to such Management Agreement as in effect on the Closing Date (it being understood that such amendment, modification, alteration, increase, or change could not, individually or any increase in the aggregate, reasonably fees payable under any Management Agreement shall be expected deemed to be materially adverse to the interests Lenders), andis to increase the annual management fees payable thereunder to an aggregate amount in excess of the Lenders$6,000,000 during any Fiscal Year (exclusive of amounts paid in reimbursement of expenses, orindemnities, termination fees and transaction-specific payments and fees), and (iii) the Governing Documents of any Loan Party or any of its their Restricted Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.17.1, (i) optionally prepayprepay (whether partially or fully), redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of Borrower any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances; (ii) make any payment of any Indebtedness (other than the Obligations) if, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation any such payment, any Default or Event of the proposed prepayment, redemption, defeasance, purchase Default has occurred and is continuing or other acquisition of Indebtedness,would result therefrom; (iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection ; or (iv) make any payment with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment respect to the Obligations may be made so long as Investor Debt (Ax) no if a Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect existing prior to any such payment; , or a Default or Event of Default would result from any such payment, and (Cy) the unless Borrowers have provided Lender with written notice of any such proposed payment is required at least three (3) Business Days prior to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted together with such information that Lender may reasonably request to be paid as a result of the failure to satisfy the condition set forth in clauses confirm that clause (A) or (Bx) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may paragraph will be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such paymentsatisfied, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under Section 6.1 if clauses (c), (e) and (f) of the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any definition of Borrower’s Subsidiaries,Permitted Indebtedness; (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, Lender; or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)Lender.

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1,6.1 or a conversion to or exchange for Qualified Equity Interests: (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or its Subsidiaries, other than except that a Loan Party or such Subsidiary may optionally prepay, redeem, defease, purchase, or otherwise acquire any of its Indebtedness consisting of (A) the Obligations in accordance with this Agreement, (B) Obligations under any Hedge Agreement, (C) Indebtedness arising from Permitted Intercompany Advances, and or (CD) other Indebtedness Obligations (as defined in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation ABL Credit Agreement) but without any permanent reduction of the proposed prepaymentcommitments thereunder, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Subordinated Indebtedness or any other Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Obligations under any Hedge Agreement, (C) Permitted Intercompany Advances, (D) the ABL Credit Agreement (x) to the extent not prohibited under the Intercreditor Agreement and (y) so long as any such amendment does not make such agreement materially more restrictive on the Loan Parties, unless such additional restrictions are added to this Agreement and (E) Indebtedness permitted under Section 6.1 if clauses (c), (h), (j) and (k) of the terms and conditions thereof could reasonably be expected to be materially adverse to Agentdefinition of Permitted Indebtedness, any Lender, Borrower, or any of Borrower’s Subsidiaries,or (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Organization Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. Each Note Party will not, and will not permit any of its Subsidiaries to, (aA) Except except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) 3.21, optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Note Party or its Subsidiaries, other than than: (Ai) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of IndebtednessIndenture, (ii) make any payment on account payments in respect of the ABL Indebtedness that has been contractually subordinated in right except to the extent prohibited by the terms of payment if such payment is not permitted at such time under the subordination terms and conditions, Intercreditor Agreement; and (iii) Permitted Intercompany Advances; provided that the Note Parties may optionally prepay or redeem Indebtedness, in connection with an aggregate amount not to exceed the portion, if any, of the Available Amount that Note Parties elect to use to prepay or redeem such Indebtedness, such election to be specified in a Permitted Acquisitionwritten notice of an Officer of the Company calculating in reasonable detail the amount of the Available Amount immediately prior to such election and the amount thereof to be so applied; provided, payments on account that each of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as following conditions is satisfied: (Ai) no Default or Event of Default has occurred and or is continuing or of would result therefrom, and (ii) after giving pro forma effect to such payment or redemption, (x) the Fixed Charge Coverage Ratio for the latest Measurement Period ending prior to such date shall be at least 1.10 to 1.00, and (y) the Total Net Leverage Ratio for the latest Measurement Period ending prior to such date shall be no greater than 3.00 to 1.00; or (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (a) the Obligations in accordance with this Indenture, (b) the ABL Documents to the extent not prohibited by the Intercreditor Agreement, (c) Permitted Intercompany Advances, and (d) Indebtedness permitted under Section 6.1 if clauses (3), (5) and (6) of the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any definition of Borrower’s Subsidiaries,Permitted Indebtedness; or (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Note Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)Holders.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1,. (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or its Subsidiariesany Subsidiary of any Loan Party, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany AdvancesAdvances owing to a Loan Party, and (C) other Indebtedness in an aggregate principal amount of a Subsidiary of Parent that is not a Loan Party but solely to exceed $1,000,000the extent prepaid, so long as no Event redeemed, defeased, purchased or acquired by a Subsidiary of Default shall exist or arise as Parent that is not a result thereof Loan Party and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 (D) the Indebtedness permitted by clauses (c), (g), (h), (i), (j), (k), (l), (m), (p) and (x) of the definition of Permitted Indebtedness; provided, that, both before and immediately after giving effect to the consummation of the proposed each such prepayment, redemption, defeasance, purchase or other acquisition pursuant to this clause (D), (1) no Event of Default shall have occurred and be continuing, (2) in the case of Indebtedness permitted by clause (m) or (p) of the definition of Permitted Indebtedness, Borrowers shall have Excess Availability of not less than $40,000,000, and (3) in the case of Indebtedness permitted by clause (c), (g) or (x) of the definition of Permitted Indebtedness, no Specified Availability Period shall exist, (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) Indebtedness permitted under Section 6.1 if clauses (c), (g), (h), (i), (j), (k), (l) and (x) of the terms definition of Permitted Indebtedness and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any (D) Indebtedness permitted under clause (p) of Borrower’s Subsidiaries, (ii) any Material Contract the definition of Permitted Indebtedness except and to the extent that such amendment, modification, alteration, increase, modification or change could not, individually or in pursuant to this clause (D) would violate the aggregate, reasonably be expected to be materially adverse to the interests terms of the Lenders, orIntercreditor Agreement, (ii) Reserved; (iii) the Governing Documents of any Loan Party or any of its Domestic Subsidiaries or first-tier Foreign Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. (a) Except (x) in connection with Refinancing Indebtedness permitted by Section 6.16.1 or (y) for any prepayments or payments so long as the Additional Basket Conditions are met, (i) optionally prepay, redeem, defease, purchase, repurchase or otherwise acquire prior to the scheduled maturity thereof any Indebtedness of Borrower and its Subsidiaries for borrowed money of a Loan Party that is (x) unsecured, (y) contractually by its terms subordinated in right of payment to the Obligations or its Subsidiaries(z) secured on a junior lien basis to the Liens securing the Obligations (including, for the avoidance of doubt, the Notes, any Additional Notes and any Refinancing Indebtedness with respect thereto) (clauses (x), (y) and (z) above constituting “Subordinated Indebtedness”; and such prepayment, redemption, defeasance purchase, repurchase or acquisition being referred to as “Restricted Junior Debt Payments”), other than than: (A) offers to purchase the Obligations Notes in accordance connection with this Agreementasset sales pursuant to Section 3.9 of the Notes Indenture, (B) offers to purchase the Notes in connection with a change of control pursuant to Section 4.14 of the Notes Indenture, (C) Restricted Junior Debt Payments with the identifiable net cash proceeds not otherwise applied received by Borrower from issuance or sale of Qualified Capital Stock or cash equity contributions, in each case occurring within 120 days prior to such Restricted Junior Debt Payments, (D) Restricted Junior Debt Payments by conversion into, or by or in exchange for, Qualified Capital Interests of the Borrower or any of its direct or indirect parent entities, (E) Permitted Intercompany AdvancesDeleveraging Transactions, (F) upon the occurrence of a Change of Control or an Asset Sale, Restricted Junior Debt Payments pursuant to provisions substantially similar to those set forth in Section 2.4(d)(ii)(1) and Section 2.4(d)(ii)(2) (as applicable) in accordance with the terms of such Subordinated Indebtedness; provided that prior to or contemporaneously with such payment, the Borrower has made an Offer to Prepay with respect to the Loans and has repurchased all Loans validly tendered for payment and not withdrawn in connection therewith, (G) payments of regularly scheduled principal, interest and, to the extent not otherwise prohibited under applicable subordination agreement, the payment of fees in connection with the amendment of any Subordinated Indebtedness or any waiver or consent thereunder, (H) prepayment of intercompany Indebtedness to a Loan Party; prepayment of intercompany Indebtedness of a Subsidiary that is not a Loan Party to a Subsidiary that is not a Loan Party; and in the absence of a continuing Event of Default, prepayment of intercompany Indebtedness incurred after the Closing Date of the Borrower or any Subsidiary to the Borrower or any Subsidiary, (I) other payments in an aggregate amount since June 18, 2013 not in excess of $15,000,000 (minus any amount utilized in reliance of the baskets specified under Section 6.9(k) or clause (o) of “Permitted Investments” definition), and (CJ) any such other Indebtedness in an aggregate principal amount not to exceed $1,000,000payment expressly permitted under the applicable subordination or intercreditor agreement, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if (A) the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent that Notes Obligations unless such amendment, modification, alterationor change is not prohibited by the terms of the ABL-Notes Intercreditor Agreement, increase(B) the ABL Obligations unless any such amendment, modification or change that is not prohibited by the terms of the Closing Date Intercreditor Agreement, (C) the MSD Term Loan Documents unless such amendment, modification or change is not prohibited by the terms of the Closing Date Intercreditor Agreement, or (D) any Specified Pari Passu Ratio Debt or Junior Debt unless such amendment, modification or change could not, individually or in is not prohibited by the aggregate, reasonably be expected to be materially adverse to the interests terms of the Lenders, intercreditor agreement with respect thereto; or (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, Make any payments (i) optionally prepay, redeem, defease, purchasewhether voluntary or mandatory, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasanceretirement, purchase defeasance or other acquisition) with respect to any Specified Indebtedness or the Add-On Debt, except (a) regularly scheduled payments of principal, interest and fees (but only, with respect to Specified Indebtedness that is Subordinated Indebtedness and/or any permitted Refinancing Indebtedness in respect thereof, to the extent not otherwise prohibited under any subordination agreement or intercreditor agreement relating to such Indebtedness), and (b) any prepayment, redemption, retirement, defeasance or acquisition of Indebtedness, Specified Indebtedness or the Add-On Debt (ii) make together with, in each case, any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms accrued interest and conditions, premiums thereon); provided that in connection with a Permitted Acquisitionthe case of clause (b), payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, Payment Conditions are satisfied both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the prepayment, redemption, retirement, defeasance or acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, orSpecified Indebtedness or Add-On Debt (as the case may be). (b) Directly or indirectly, amendAmend, modify, or otherwise change any of its Governing Documents as in effect on the terms or provisions of Closing Date in any material respect, except for (i) changes required by or reasonably related to any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness transaction permitted under Section 6.1 if the terms 6.3 or 6.5 and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent changes that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be are not materially adverse to the interests of the LendersLenders in their capacity as such. (c) Amend, or supplement or otherwise modify any Subordinated Indebtedness Documents or any Existing Senior Notes Documents, if such modification (i) increases the principal balance of such Indebtedness, or increases any required payment of principal or interest; (ii) accelerates the date on which any installment of principal or any interest is due, or adds any additional redemption, put or prepayment provisions; (iii) shortens the Governing Documents of final maturity date or otherwise accelerates amortization; (iv) increases the interest rate; (v) increases or adds any Loan Party fees or charges; (vi) modifies any of its Subsidiaries if the effect thereofcovenant in a manner or adds any representation, either individually covenant or default that is more onerous or restrictive in the aggregateany material respect for any Borrower or Subsidiary, could reasonably be expected to be or that is otherwise materially adverse to any Borrower, any Subsidiary or Lenders; (vii) in the interests case of the LendersExisting Senior Notes (or any Permitted Senior Indebtedness or permitted Refinancing Indebtedness in respect thereof) results in the Obligations not constituting “Senior Indebtedness” (or the equivalent) under the Indenture (or any indenture evidencing 127044148_2 or governing any Permitted Senior Indebtedness or permitted Refinancing Indebtedness in respect thereof); or (viii) in the case of Subordinated Indebtedness results in the Obligations not constituting “senior indebtedness” (or any functionally equivalent term) under the applicable Subordinated Indebtedness Documents or otherwise not being fully benefited by the subordination provisions of such Subordinated Indebtedness; provided that the adoption and implementation of a stockholders rights plan Loan Parties shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries permitted to make any distributions such amendment, supplement, or other modification solely to the extent that on the effective date thereof the Loan Parties would have been permitted to incur new Indebtedness under clauses (l), (m), or (n) of Section 6.1 in the full amount of the outstanding Specified Indebtedness to which such a stockholders rights plan amendment, supplement, or other than as permitted by Section 6.9(c)modification relates. (d) Amend, supplement or otherwise modify any documents evidencing any Permitted Senior Indebtedness in any manner which would violate the terms of any intercreditor or subordination agreement with Agent relating to such Indebtedness. (e) [Intentionally Omitted]

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (ia) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower Parent, Borrower, or its Borrower's Subsidiaries, other than (A) the Obligations in accordance with this Agreement; provided, (B) Permitted Intercompany Advanceshowever, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, that so long as no Default or Event of Default shall exist has occurred and is continuing or arise as a would result thereof and Borrower shall have Availability plus Qualified therefrom, Parent may prepay the Indebtedness described in Section 6.1(h) with the Net Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation Proceeds of the proposed prepaymentPermitted Parent Indebtedness that is incurred on or before December 31, redemption2005, defeasance, purchase or other acquisition of Indebtednessa Parent Rights Offering, (iib) make any mandatory payment (if any) on account of (i) the First Lien Obligations to the extent prohibited under the Intercreditor Agreement, (ii) the Indebtedness evidenced by the Subordinated Notes to the extent prohibited under the terms of the Subordinated Notes or (iii) any Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the applicable subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (bc) Directly directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of (i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 6.1(b), (c), (g), or (h); provided, however, that (i) nothing in this Section 6.1 if 6.7(c) shall prohibit the terms amendment or modification of any of the Bank Credit Documents (to the extent such amendment, modification, alteration, increase or change is not prohibited under the Intercreditor Agreement), and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender(ii) Parent, Borrower, or any of Borrower’s Subsidiaries, 's Subsidiaries may directly or indirectly amend, modify, alter, increase, or change any of the terms of conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 6.1(b), (iic), or (h) any Material Contract except so long as (A) such amendment, modification, alteration, increase or change does not result in an increase in the principal amount of such Indebtedness, (B) after giving effect to such proposed amendment, modification, alteration, increase or change, the extent interest rate with respect to such Indebtedness is consistent with market terms then existing, (C) such amendment, modification, alteration, increase or change does not result in a shortening of the average weighted maturity of such Indebtedness (provided, however, that such amendment, modification, alteration, increaseincrease or change may result in a shortening of the average weighted maturity of the Indebtedness so refinanced, renewed, or extended so long as the maturity for all of the principal that is due in respect of such Indebtedness is a date that is at least 1 year after the Maturity Date), (D) if the Indebtedness that is the subject of such amendment, modification, alteration, increase or change could not, individually or was subordinated in the aggregate, reasonably be expected to be materially adverse right of payment to the interests Obligations, then after giving effect to such amendment, modification, alteration, increase or change, the subordination terms and conditions of such Indebtedness must be at least as favorable to Lenders as those that were applicable to the Indebtedness prior to such amendment, modification, alteration, increase or change, and (E) the Indebtedness that is the subject of such amendment, modification, alteration, increase or change is not recourse to any Person that is liable on account of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse Obligations other than those Persons which were obligated with respect to the interests Indebtedness that is subject of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower such amendment, modification, alteration, increase or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)change.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness a refinancing permitted by Section 6.1, 7.1(g) or as provided in subsection (ic) optionally below, and other than with respect to Indebtedness permitted under Section 7.1(h), prepay, redeem, retire, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiariesowing to any Person, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness, (iib) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that Except in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made refinancing permitted by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii7.1(g), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of (i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if the terms and conditions thereof could reasonably be expected to be materially adverse to AgentSections 7.1(b), any Lender(c), Borrower(d), (e), or (f) in any of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent manner that such amendment, modification, alteration, increase, is or change reasonably could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party Obligors or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the LendersLender Group or that materially impairs the prospects of timely repayment of the Obligations. (c) Amend, supplement, or modify any Junior Debt Document or repay the principal of, or make any other payment in relation to, the Indebtedness governed by the Junior Debt Documents; provided, so long as no Event of Default has occurred and is continuing or would result therefrom, the foregoing shall not prohibit (i) the payment of regularly scheduled payments of interest on the Indebtedness governed by the Junior Debt Documents (including Deferral Period Interest as defined in the Junior Unsecured Debt Documents); provided, however, that the Obligors shall not pay any interest in cash that they have the contractual right to pay in kind, (ii) the payment of principal or interest on the Junior Secured Debt in such amounts as may be required by Section 2.03(A)(c) of the Junior Secured Debt Credit Agreement as in effect on the Closing Date, provided, however, that the Obligors shall not pay any such amounts in cash that they have the contractual right to defer or pay in kind, (iii) the repayment of the Junior Debt, in whole or in part, with the proceeds of any refinancing thereof (provided that such refinancing Indebtedness complies with the adoption requirements of Section 7.1(g)), (iv) the prepayment of the Junior Secured Debt with the proceeds of asset dispositions, if and implementation to the extent provided for under the terms of the Collateral Agency and Intercreditor Agreement and (v) the prepayment of the Junior Unsecured Debt in accordance with the terms of the Junior Unsecured Debt Documents solely with the proceeds of a stockholders rights plan shall not be deemed to be materially adverse to capital contribution made by a shareholder of Parent. (d) Amend, supplement, or modify the interests of the Lenders. Nothing Rights Agreement in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)material respect.

Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries to: (a) Except Prepay, repay, redeem, purchase, defease, or otherwise or acquire for value (including (x) by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due and (y) at the maturity thereof) any Junior Indebtedness, or make any payment in violation of any subordination terms of any Junior Indebtedness, except: (i) so long as no Default or Event of Default then exists or would be caused thereby, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Junior Indebtedness, provided that such payments of Subordinated Indebtedness shall be in accordance with the subordination terms thereof or the subordination agreement applicable thereto, (ii) in connection with Refinancing Indebtedness permitted by Section 6.16.1 and in compliance with any subordination provisions applicable thereto, (iiii) optionally prepay, redeem, defease, purchasepayments and prepayments of Junior Indebtedness made solely with proceeds of any issuance of Qualified Equity Interests of Borrower, or otherwise acquire any Indebtedness capital contribution in respect of Borrower Qualified Equity Interests of Borrower, so long as immediately before and after giving effect to any such payment or its Subsidiariesprepayment, other than no Default or Event of Default then exists, (A) payments and prepayments of Junior Indebtedness as a result of the Obligations in accordance with this Agreementconversion of all or any portion of such Junior Indebtedness into Qualified Equity Interests of Borrower, and (B) payments of interest in respect of Junior Indebtedness in the form of payment in kind interest constituting Permitted Indebtedness, (v) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, payments and prepayments in respect of Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation extent permitted by the Intercompany Subordination Agreement, if applicable, and (vi) without limiting and in addition to the exceptions permitted in clauses (i) through (v) above, prepayments, redemptions, purchases, defeasances and payments in respect of Junior Indebtedness prior to their scheduled maturity; provided that (i) at the proposed time of such prepayment, redemption, defeasancepurchase, purchase defeasance or other acquisition of Indebtedness, (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditionspayment, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; therefrom and (Bii) Borrower demonstrates (x) that the Consolidated Leverage Ratio is not greater than 2.75 to 1.00 and (y) that the aggregate amount of all cash and Cash Equivalents of Borrower and its Subsidiaries have Excess Availability that are unrestricted and not subject to any Lien (other than any Permitted Lien) plus Qualified Cash of at least availability under the Revolving Credit Facility is greater than $25,000,000, both immediately before in each of clauses (x) and immediately (y) calculated on a pro forma basis after giving effect to such prepayment, redemption, purchase, defeasance or other payment and any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth Indebtedness incurred in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, orconnection therewith. (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning any Junior Indebtedness permitted under Section 6.1 if in any respect which, individually or in the terms and conditions thereof aggregate, could reasonably be expected to be materially adverse to Agentthe interest of the Lenders or in violation or contravention of the subordination terms thereof or the subordination agreement applicable thereto, any Lender, Borrower, or any of Borrower’s Subsidiaries,or (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, Quanex Incentive Plans or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries Subsidiaries, in each case, if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness or Term Loan Refinancing permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, and or (CD) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist (1) such prepayments or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal redemptions do not exceed up to or greater than $25,000,000 immediately in the aggregate in any fiscal year of Loan Parties and on and after giving effect to the consummation of the proposed prepayment, any such prepayment or redemption, defeasanceno Default or Event of Default exists or has occurred and is continuing and (2) for such prepayments or redemption in excess of $25,000,000 in any fiscal year so long as on and after giving effect to any such prepayment or redemption, purchase or other acquisition of Indebtedness,the Payment Conditions are satisfied, or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately unless before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, the Payment Conditions have been satisfied or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness that has been contractually subordinated in right of payment to the Obligations except as permitted under Section 6.1 if the subordination terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, orTerm Loan Documents except as permitted by the terms of the Intercreditor Agreement; (iii) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness that is secured by a Lien on Collateral except as permitted by the terms of any intercreditor agreement between Agent and the holder of such Lien; (iv) any mortgage, agreement, instrument, document, indenture, or other writing evidencing or concerning any Permitted Mortgage Loan Financing that would have the effect, directly or indirectly, of (A) increasing the sum of the then outstanding aggregate principal amount of such Indebtedness in excess of the amount permitted under clause (a) of the definition of Permitted Mortgage Loan Financing , (B) adding or modifying any restriction on payment or prepayment of the Obligations, (C) adding or modifying any payment or prepayment provision with respect to such Indebtedness that would cause such Indebtedness to no longer satisfy the requirements of Permitted Mortgage Loan Financing, (D) adding any restriction on amendments, waivers or other modifications to this Agreement or the other Loan Documents or (E) contravene the provisions of this Agreement or any of the other Loan Documents,; and (v) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire the Senior Note Indebtedness, the Preferred Equity, or the Seller Debt, (ii) optionally prepay, redeem, defease, purchase, or otherwise acquire any other Indebtedness of any Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness,Permitted Ventures Aircraft Lease Payments; or (iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) The Preferred Equity Documents, the Evergreen Acquisition Documents, or the Seller Notes, (ii) The Senior Note Documents to the extent that such amendment, modification, or change constitutes a Prohibited Notes Document Amendment, (iii) any other agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness that is not already referenced in clauses (i) or (ii) above other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under Section 6.1 if clauses (c), (h), (j) and (k) of the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any definition of Borrower’s SubsidiariesPermitted Indebtedness, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iiiiv) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided , or (v) any Material Contract that is not already referenced in clause (i), (ii), or (iii) above, except to the adoption and implementation of a stockholders rights plan shall not extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be deemed expected to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness a refinancing permitted by Section 6.1, (i) optionally 7.1(h), prepay, redeem, retire, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiariesowing to any third Person (including, but not limited to, the Unsecured Notes), other than (A) the Obligations in accordance with this AgreementAgreement (provided, however, that Borrower shall be permitted to (i) pay off the Permitted Indebtedness described in Schedule 7.1 other than the Duke Energy production payments and other production payments, (Bii) Permitted Intercompany Advancesretire the $7,040,000 in Unsecured Notes repurchased by Borrower during December, 1998, provided such Unsecured Notes were not reissued by Borrower, and (Ciii) other Indebtedness repurchase or redeem or retire up to an additional $10,000,000 in an aggregate principal the original face amount not to exceed $1,000,000of the Unsecured Notes as long as, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepaymentcondition precedent thereto, redemption, defeasance, purchase or other acquisition of Indebtedness, (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (Ax) no Default or Event of Default has occurred and is continuing then exists or would reasonably could be expected to result therefrom; , (By) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000such time, both immediately before and immediately after giving effect thereto, has at least an aggregate amount of $5,000,000 of Availability and unrestricted immediately available cash on hand reserving as an additional deduction from Availability an amount determined by Agent in its sole discretion that would be sufficient to any such payment; maintain Borrower's and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrueits Subsidiaries' accounts payable and other current liabilities within reasonable terms, and (2z) any such amount, together Borrower has paid to Agent the fee described in Section 2.11(f) with accrued interest, may be paid so long as each of the conditions set forth in clauses (Arespect thereto), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, orand (b) Directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of (i) conditions of any agreement, instrument, document, indentureindenture (including, but not limited to, the Unsecured Notes Indenture, except in connection with a recapitalization permitted pursuant to Section 7.3(a)), or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries, 7.1(b) (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or for (iiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan volumetric production payment (which shall not be deemed to be materially adverse to payable in cash) in favor of Duke Energy, provided that any such amendment does not require the interests payment of any cash or increase or accelerate the Lenders. Nothing in this Section 6.7(b)(iii) shall permit obligations of Borrower or any of its Subsidiaries to make any distributions thereunder, and (ii) other indebtedness permitted under Section 7.1 which does not, as amended, modified, altered, increased or changed, exceed for all such a stockholders rights plan other than as permitted by indebtedness $800,000 in the aggregate), Section 6.9(c7.1(c) or Section 7.1(d).

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepayPrepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Borrower or its Subsidiariesany Guarantor under the Senior Note Documents, except mandatory redemptions of the Notes (as such term is defined in the Indenture) pursuant to Section 3.08 of the Indenture, solely if and to the extent necessary to comply with mandatory provisions of Applicable Gaming Laws; and (b) Prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Borrower or any Guarantor (other than (A) the Obligations and the Guarantor Obligations in accordance with this Agreement, (B) Permitted Intercompany AdvancesAgreement and the other Loan Documents, and other than Indebtedness of any Borrower or any Guarantor under the Senior Note Documents), except: (Ci) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, connection with a refinancing permitted by Section 7.1(d); or (ii) so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately (A) after giving effect to the consummation of the proposed such prepayment, redemption, defeasance, purchase purchase, or other acquisition of such Indebtedness, , Borrower shall have Availability and unrestricted cash and Cash Equivalents in an amount of not less than $20,000,000, and (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (AB) no Default or Event of Default has occurred and is continuing or would result therefrom; therefrom (Bincluding under Section 8.10 hereof), up to $10,000,000 in the aggregate of such Indebtedness if and to the extent identified in an Officer's Certificate by Administrative Borrower to Agent as permitted under this clause (ii) Borrower and of Section 7.8(b), which Officer's Certificate shall be accompanied by evidence, satisfactory to Agent in its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000Permitted Discretion, both immediately before and immediately after giving effect to any such payment; and that (Cy) the payment is required to be made by the prepayment, redemption, defeasance, purchase, or other acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any of such payment is not permitted to be paid as a result Indebtedness, together with all other prior and concurrent prepayments, redemptions, defeasances, purchases, and other acquisitions of the failure to satisfy the condition set forth in clauses such Indebtedness under this clause (A) or (B) of this Section 6.7(a)(iiii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accruedo not exceed $10,000,000, and (2z) any the prepayment, redemption, defeasance, purchase, or other acquisition of such amount, together Indebtedness is permitted under the Indenture; and (c) Except in connection with accrued interest, may be paid so long as each of the conditions set forth in clauses (Aa refinancing permitted by Section 7.1(d), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of conditions of (i) any Senior Note Document, or (ii) any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, Sections 7.1(b) or any of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(cc).

Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Borrower or its Subsidiariesany Subsidiary of a Borrower, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) any prepayment or redemption of outstanding Senior Secured Notes as required by the Senior Secured Notes Documents as a result of any asset sale, recovery event, change of control or similar event and to the extent permitted by the Intercreditor Agreement, or (D) any other prepayment, repurchase, redemption, defeasance or other satisfaction of Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof the Payment Conditions are satisfied both before and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed such prepayment, redemptionrepurchase, defeasanceredemptions, purchase defeasance or other acquisition of Indebtedness,satisfaction, as the case may be, or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the applicable subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning (A) Indebtedness permitted under Section 6.1 if clause (u) of the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any definition of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or Permitted Indebtedness in the aggregate, reasonably be expected to be materially a manner which is adverse to the interests of Agent and/or the LendersLenders in any material respect, or (B) any Senior Secured Notes Document in a manner which is adverse to the interests of Agent and/or the Lenders in any material respect or in a manner which is prohibited by the terms of the Intercreditor Agreement, or (iiiii) Directly or indirectly, amend, modify, or change any of the terms or provisions of the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower Parent or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) other Indebtedness so long as no Default or Event of Default then exists or would be caused thereby, within one hundred eighty (180) days after the end of each calendar year (or such longer period as shall be required under any applicable securities laws and regulations), purchase Securities (as defined in the Indenture on the Closing Date) tendered for purchase pursuant to an Excess Cash Flow Offer (as defined in the Indenture on the Closing Date) in an aggregate principal amount not to exceed $1,000,000for such calendar year, so long together with the amount of any Restricted Payments made pursuant to Section 6.9(g), the Excess Cash Flow Amount (as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash defined in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of Indenture on the proposed prepayment, redemption, defeasance, purchase or other acquisition of IndebtednessClosing Date) for such calendar year, (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, or make any payments on account of Indebtedness consisting (including, without limitation, payments of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (Ainterest) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made evidenced by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not Subordinated Note Documents except as expressly permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this under Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment6.9 hereof, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of, (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if and not specifically mentioned in clause (iii) below, other than (A) the terms Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and conditions thereof could reasonably be expected to be materially adverse to Agent(C) Permitted Indebtedness other than Permitted Indebtedness described in clause (b) of the definition of Permitted Indebtedness, any Lender, Borrower, or any of Borrower’s Subsidiaries,ATI-2336232v16 34 (ii) any Material Contract (other than any Material Contract referenced under clause (i) above or clauses (iii) or (iv) below) except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregateaggregate with other changes to such Material Contract, reasonably be expected to be materially adverse to the interests of the Lenders, (iii) any of the Senior Note Documents or any of the Subordinated Note Documents in any manner that would (i) have the effect of (A) increasing principal, interest, fee or other payment obligations thereunder, (B) adding collateral or other guarantors, (C) shortening the maturity or increasing the amortization of the obligations thereunder, or (D) making the covenants, defaults or other provisions thereof more burdensome or (ii) otherwise could reasonably be expected to be materially adverse to the interests of the Lenders, (iv) any of the Management Agreements in any manner that would have the effect of (i) increasing payment obligations thereunder, or (ii) in a manner materially adverse to the interests of the Parent or any of its Subsidiaries or any member of the Lender Group, or (iiiv) any Syscon Purchase Document in any manner that would (A) have the effect of (1) increasing the Syscon Earn Outs or other consideration paid by any Loan Party in connection with the Syscon Purchase Documents, (2) accelerating the payment date for the Syscon Earnouts, or (3) in a manner materially adverse to the interests of the Parent or any of its Subsidiaries or any member of the Lender Group, or (vi) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries to: (a) Except Prepay, repay, redeem, purchase, defease, or otherwise or acquire for value (including (x) by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due and (y) at the maturity thereof) any Junior Indebtedness, or make any payment in violation of any subordination terms of any Junior Indebtedness, except: (i) so long as no Default or Event of Default then exists or would be caused thereby, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Junior Indebtedness, provided that such payments of Subordinated Indebtedness shall be in accordance with the subordination terms thereof or the subordination agreement applicable thereto, (ii) in connection with Refinancing Indebtedness permitted by Section 6.16.1 and in compliance with any subordination provisions applicable thereto, (iiii) optionally prepay, redeem, defease, purchasepayments and prepayments of Junior Indebtedness made solely with proceeds of any issuance of Qualified Equity Interests of Borrower, or otherwise acquire any Indebtedness capital contribution in respect of Borrower Qualified Equity Interests of Borrower, so long as immediately before and after giving effect to any such payment or its Subsidiariesprepayment, other than no Default or Event of Default then exists, (iv) (A) payments and prepayments of Junior Indebtedness as a result of the Obligations in accordance with this Agreementconversion of all or any portion of such Junior Indebtedness into Qualified Equity Interests of Borrower, and (B) payments of interest in respect of Junior Indebtedness in the form of payment in kind interest constituting Permitted Indebtedness, (v) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, payments and prepayments in respect of Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation extent permitted by the Intercompany Subordination Agreement, if applicable, and (vi) without limiting and in addition to the exceptions permitted in clauses (i) through (v) above, prepayments, redemptions, purchases, defeasances and payments in respect of Junior Indebtedness prior to their scheduled maturity; provided that (i) at the proposed time of such prepayment, redemption, defeasancepurchase, purchase defeasance or other acquisition of Indebtedness, (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditionspayment, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; therefrom and (Bii) Borrower demonstrates (x) that the Consolidated Leverage Ratio is not greater than 2.75 to 1.00 and (y) that the aggregate amount of all cash and Cash Equivalents of Borrower and its Subsidiaries have Excess Availability that are unrestricted and not subject to any Lien (other than any Permitted Lien) plus Qualified Cash of at least availability under the Revolving Credit Facility is greater than $25,000,000, both immediately before in each of clauses (x) and immediately (y) calculated on a pro forma basis after giving effect to such prepayment, redemption, purchase, defeasance or other payment and any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth Indebtedness incurred in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, orconnection therewith. (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning any Junior Indebtedness permitted under Section 6.1 if in any respect which, individually or in the terms and conditions thereof aggregate, could reasonably be expected to be materially adverse to Agentthe interest of the Lenders or in violation or contravention of the subordination terms thereof or the subordination agreement applicable thereto, any Lender, Borrower, or any of Borrower’s Subsidiaries,or (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, Quanex Incentive Plans or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries Subsidiaries, in each case, if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, and or (CD) other Indebtedness (including Term Loan Debt (or any refinancing thereof permitted hereunder) and the 2014 Notes (or any Permitted Indebtedness issued in an aggregate principal amount not to exceed $1,000,000, replacement thereof in accordance with clause (z) of the definition of Permitted Indebtedness) so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepaymentPayment Conditions are satisfied, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) amendments to the Term Loan Documents made in accordance with clause (iii) below, and (E) Indebtedness permitted under Section 6.1 if clauses (i), (l) and (m) of the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any definition of Borrower’s SubsidiariesPermitted Indebtedness, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) any Term Loan Document if any such amendment, restatement, supplement or other modification to, or waiver of, such Term Loan Document would (A) shorten or hasten the maturity date of the Term Loan Credit Agreement, (B) shorten or hasten the date scheduled for any principal payment thereunder, (C) increase the amount of any required principal payment thereunder (or change the methodology by which any such principal amount is determined, unless the same shall have in all cases the effect of reducing the amount of any required principal payment thereunder or extending the date on which such required principal payment becomes due), (D) change any covenants, defaults, or events of default under the Term Loan Credit Agreement or any other Term Loan Document (including the addition of covenants, defaults, or events of default not contained in the Term Loan Credit Agreement or other Term Loan Documents as in effect on the date hereof) to restrict any Loan Party from making payments of the Obligations or otherwise incurring additional Obligations that would otherwise be permitted under the Term Loan Documents as in effect on the date hereof; provided (E) change the redemption, mandatory prepayment, or defeasance provisions thereof in a manner that makes them more restrictive to the adoption Loan Parties, (F) increase the maximum allowed amount of (x) Indebtedness for borrowed money constituting principal outstanding under the Term Loan Documents plus (y) the aggregate amount of interest (including Post-Petition Interest (as defined in the Term Loan Intercreditor Agreement)), premiums, fees, expenses, indemnities and implementation other amounts accrued or charged (and unpaid) in respect of the amounts described in the foregoing clause (x) to an amount in excess of the Term Cap Amount (as defined in the Term Loan Intercreditor Agreement), or (G) increase the "Applicable Margin" or similar component of the interest rate on the Obligations (as defined in the Term Loan Credit Agreement) by more than 3.00% per annum above the "Applicable Margin" or similar component of the interest rate in effect on the date hereof (excluding, without limitation, (x) fluctuations in underlying rate indices, and (y) the imposition of a stockholders rights plan shall not be deemed default rate of up to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c2.00% per annum).

Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) repayment, in full, of the outstanding principal, accrued interest, and accrued fees and expenses owing under or in connection with the Existing Credit Facility, as permitted by Section 6.11, (C) payment of secured Indebtedness that becomes due as a result of (or is otherwise required to effectuate) any Permitted Disposition of the assets securing such Indebtedness, (D) repayment, in full, of secured Indebtedness so long as the Lien securing such Indebtedness is terminated and by virtue thereof the assets previously securing such Indebtedness become Collateral; provided that (x) no Event of Default shall have occurred and be continuing immediately prior to any such repayment and (y) the aggregate principal amount of the secured Indebtedness so repaid shall not exceed $2,500,000 in any fiscal year, and (E) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) Indebtedness permitted under Section 6.1 clauses (c), (h), (j), (k), (r), and (u) of the definition of Permitted Indebtedness and (D) any other agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness not otherwise referred to in this clause (b)(i) if such amendment, modification, or change could not, individually or in the terms and conditions thereof could aggregate, reasonably be expected to be materially adverse to Agentthe interests of the Lenders; provided that amendments, any Lender, Borrower, or any modifications and changes made in respect of Borrower’s SubsidiariesPermitted Indebtedness which is the subject of refinancing meeting the requirements of Refinancing Indebtedness shall be deemed to not be materially adverse to the interests of the Lenders, (ii) any Material Contract (other than those concerning Permitted Indebtedness governed by the foregoing clause (b)(i)) except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire the principal amount of any Indebtedness of Borrower any Loan Party or its SubsidiariesSubsidiaries (and, for the avoidance of doubt, any mandatory prepayment or redemption of Indebtedness arising by virtue of any requirements under the terms thereof in respect of mandatory prepayments or offers to repay or redeem in connection with any asset sale, recovery event, change of control, or similar event shall not be prohibited hereunder), other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany AdvancesAdvances (other than of the type described in clause (c) of such definition), and (C) other any Indebtedness in an aggregate principal amount not to exceed $1,000,000, 10,000,000 in the aggregate during the term of this Agreement so long as, as of the date of any such payment and after giving effect thereto, no Default or Event of Default shall exist or arise have occurred and be continuing, and (D) any other Indebtedness (including Permitted Intercompany Advances of the type described in clause (c) of such definition) so long as a result thereof and Borrower (1) the Payment Conditions are satisfied, (2) Agent shall have Availability plus Qualified Cash in an amount equal to received no less than three (3) Business Days prior written notice of such transaction or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepaymentpayment (or such shorter period as Agent may agree) and (3) Agent shall have received a Payment Conditions Certificate, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the applicable subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any conditions for such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such paymentIndebtedness, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness permitted under Section 6.1 if the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except that is contractually subordinated to the extent that Obligations (other than the Permitted Intercompany Advances) unless such amendment, modification, alteration, increase, modification or change could not, individually or in the aggregate, not reasonably be expected to be materially adverse to the interests of the Lenders, or, (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse , or (iii) any Material Contract except to the interests of extent that such amendment, modification, or change could not, individually or in the Lenders. Nothing aggregate, reasonably be expected to result in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)Material Adverse Effect.

Prepayments and Amendments. (a) Except in connection with Refinancing (i) the Obligations in accordance with this Agreement, (ii) the LSB Notes and any Permitted Purchase Money Indebtedness (which may be prepaid, redeemed or repurchased by any Loan Party without restriction), (iii) a refinancing permitted by Section 6.1, 7.1(d), and (iiv) optionally Indebtedness incurred in reliance on Section 7.1(i) and secured pursuant to clause (r) of the definition of “Permitted Liens” on a pari passu basis with the LSB Notes, prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness, (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment Loan Party which is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated junior in right of payment to the Obligations may Obligations; provided that any such prepayments shall be made permitted so long as (A) no Default or Event as, with respect to any such amount in excess of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000500,000 during any fiscal year, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii)excess payments, then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, orno Advances are outstanding hereunder; (b) Directly or indirectly[intentionally omitted], and (c) Except in connection with a refinancing permitted by Section 7.1(d), amend, modify, alter, increase, or change any of the terms or provisions of (i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness which is junior in right of payment to the Obligations permitted under Section 6.1 Sections 7.1(b), (c) or (g) if such amendment, modification or change would shorten the terms and conditions thereof could reasonably final maturity or average life to maturity of, or require any payment to be expected made earlier than the date originally scheduled on, such Indebtedness, would increase the principal amount of or the interest rate applicable to such Indebtedness, would change the lien subordination provisions of such Indebtedness, or would otherwise be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party Party, the Agent or the Lenders in any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)respect.

Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries to: (a) Except except in connection with the Transaction or any Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Borrower or its SubsidiariesSubsidiaries consisting of Xxxxxxxxxxxx xxxxxxxxx xxxxx xxxxxxx (x), other than (x), (x), (x), (x), (x) or (z) of the definition of Permitted Indebtedness prior to the maturity date applicable to such Indebtedness, except (A) any prepayment, redemption, defeasance, purchase or other acquisition with Qualified Equity Interests so long as at the Obligations in accordance with this Agreementtime of such prepayment, redemption, defeasance, purchase or other acquisition no Default or Event of Default has occurred and is continuing or would result therefrom, (B) Permitted Intercompany Advancesany prepayment, redemption, defeasance, purchase or other acquisition with the net cash proceeds of an issuance of Qualified Equity Interests within 60 days of such issuance (or such later date as agreed to by the Agent in its sole discretion)) so long as (1) at the time of such prepayment, redemption, defeasance, purchase or other acquisition no Default or Event of Default has occurred and is continuing or would result therefrom and (2) the net cash proceeds of such issuance of Qualified Equity Interests are maintained in a segregated Deposit Account subject to the “control” of the Agent until the earlier of (a) application toward such prepayment, redemption, defeasance, purchase or other acquisition and (b) the date that is 60 days after such issuance, (C) any prepayment, redemption, defeasance, purchase or other acquisition so long as (1) for each of the 30 consecutive days immediately preceding such prepayment, redemption, defeasance, purchase or other acquisition, and both before and after giving effect to such prepayment, redemption, defeasance, purchase or other acquisition, no Loans are outstanding and (2) at the time of such prepayment, redemption, defeasance, purchase or other acquisition, no Default or Event of Default has occurred and is continuing or would result therefrom; provided, further that the foregoing conditions under this clause (C) shall not be required to be satisfied with respect to prepayments, redemptions, defeasances, purchases or other acquisitions of any such Indebtedness in an aggregate principal amount not (for all such prepayments, redemptions, defeasances, purchases or other acquisitions) of up to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to during the consummation term of the proposed this Agreement and (D) any prepayment, redemption, defeasance, purchase or other acquisition of the Convertible Notes with Qualified Equity Interests; provided that this Section 6.6(a)(i) shall not apply to any prepayment, redemption, defeasance, purchase, or other acquisition of the Convertible Notes to the extent such event or condition occurs as a result of (x) the satisfaction of a conversion contingency pursuant to the Convertible Notes (as in effect on the date hereof) or the exercise by a holder of the Convertible Notes of a conversion right resulting from the satisfaction of a conversion contingency pursuant to the Convertible Notes (as in effect on the date hereof) (it being understood that any such prepayment, redemption, defeasance, purchase, or other acquisition of the Convertible Notes made in cash in reliance on this clause (x) shall be subject to satisfaction of the Payment Conditions at the time thereof, other than prepayments, redemptions, defeasances, purchases or other acquisitions (i) of less than $15,000,000 in the aggregate during the term of this Agreement, or (ii) paid in lieu of fractional shares)) or (y) a required repurchase under the Convertible Notes; provided further that nothing in this Section 6.6 shall prohibit the payment of Indebtedness permitted under this Agreement at the time of the final maturity of the obligations under such Indebtedness,, or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly except in connection with the Transaction or any Refinancing Indebtedness permitted by Section 6.1, directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness permitted under Section 6.1 clauses (f), (p), (q), (t), (u), (v) or (z) of the definition of Permitted Indebtedness if the such Indebtedness could not have been incurred on such terms and conditions thereof could reasonably be expected to be materially adverse to Agent(without limiting clause (ii) below), any Lender, Borrower, or any of Borrower’s Subsidiaries,or (ii) the Governing Documents of any Material Contract except to Loan Party or any of its Subsidiaries, the extent that such amendmentExisting Senior Notes, modificationthe Convertible Notes or the Senior Secured Notes, alterationin each case if the effect thereof, increase, or change could not, either individually or in the aggregate, would reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (ia) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower Parent, Borrower, or its Borrower’s Subsidiaries, other than (A) the Obligations in accordance with this Agreement; provided, (B) Permitted Intercompany Advanceshowever, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, that so long as no Default or Event of Default shall exist has occurred and is continuing or arise as a would result thereof and Borrower shall have Availability plus Qualified therefrom, Parent may prepay the Indebtedness described in Section 6.1(h) with the Net Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation Proceeds of the proposed prepaymentPermitted Parent Indebtedness that is incurred on or before December 31, redemption2005, defeasance, purchase or other acquisition of Indebtednessa Parent Rights Offering, (iib) make any mandatory payment (if any) on account of (i) the First Lien Obligations to the extent prohibited under the Intercreditor Agreement, (ii) the Indebtedness evidenced by the Subordinated Notes to the extent prohibited under the terms of the Subordinated Notes or (iii) any Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the applicable subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (bc) Directly directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of (i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 6.1(b), (c), (g), or (h); provided, however, that (i) nothing in this Section 6.1 if 6.7(c) shall prohibit the terms amendment or modification of any of the Bank Credit Documents (to the extent such amendment, modification, alteration, increase or change is not prohibited under the Intercreditor Agreement), and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender(ii) Parent, Borrower, or any of Borrower’s Subsidiaries, Subsidiaries may directly or indirectly amend, modify, alter, increase, or change any of the terms of conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 6.1(b), (iic), or (h) any Material Contract except so long as (A) such amendment, modification, alteration, increase or change does not result in an increase in the principal amount of such Indebtedness, (B) after giving effect to such proposed amendment, modification, alteration, increase or change, the extent interest rate with respect to such Indebtedness is consistent with market terms then existing, (C) such amendment, modification, alteration, increase or change does not result in a shortening of the average weighted maturity of such Indebtedness (provided, however, that such amendment, modification, alteration, increaseincrease or change may result in a shortening of the average weighted maturity of the Indebtedness so refinanced, renewed, or extended so long as the maturity for all of the principal that is due in respect of such Indebtedness is a date that is at least 1 year after the Maturity Date), (D) if the Indebtedness that is the subject of such amendment, modification, alteration, increase or change could not, individually or was subordinated in the aggregate, reasonably be expected to be materially adverse right of payment to the interests Obligations, then after giving effect to such amendment, modification, alteration, increase or change, the subordination terms and conditions of such Indebtedness must be at least as favorable to Lenders as those that were applicable to the Indebtedness prior to such amendment, modification, alteration, increase or change, and (E) the Indebtedness that is the subject of such amendment, modification, alteration, increase or change is not recourse to any Person that is liable on account of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse Obligations other than those Persons which were obligated with respect to the interests Indebtedness that is subject of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower such amendment, modification, alteration, increase or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)change.

Prepayments and Amendments. (a) Except (x) in connection with Refinancing Indebtedness permitted by Section 6.16.1 or (y) for any prepayments or payments so long as the Additional Basket Conditions are met, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or and its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany AdvancesRefinancing Indebtedness in respect of the Note Obligations (including the defeasance thereof), and (C) other Indebtedness offers to purchase the Notes in an aggregate principal amount not connection with asset sales pursuant to exceed $1,000,000Section 3.9 of the Notes Indenture, (D) the Transactions, (E) prepayments of Permitted Preferred Stock with proceeds of Permitted Preferred Stock so long as the prepayments are substantially contemporaneous with the accompanying sale, (F) the ABL Obligations, (G) offers to purchase the Notes in connection with a change of control pursuant to Section 4.14 of the Notes Indenture, so long as no Event an Offer to Prepay due to a Change of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect Control has first been made to the consummation Lenders and (A) the Lenders have rejected such Offer to Prepay or (B) each of the proposed prepaymentLenders that have accepted such Offer have been prepaid, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Indebtedness permitted under Section 6.1 if clauses (f), (g), (h) and (j) of the definition of Permitted Indebtedness, (C) the Notes Obligations to the extent any such amendment, modification, or change is not prohibited by the terms of the ABL-Notes Intercreditor Agreement, (D) the ABL Obligations solely to the extent any such amendment, modification or change (x) does not increase the advance rates or add new categories of eligible assets, (y) change the definition of “Borrowing Base”, “Eligible Accounts”, “Eligible Appraisal Vehicles”, “Eligible Non-Appraisal Vehicles”, “Eligible Vehicles” or, in each case, the defined terms used therein which would have the effect of increasing availability or (z) is otherwise not prohibited by the terms of the ABL-Term Loan Intercreditor Agreement and conditions thereof could (E) to the extent any such amendment, modification, or change is not reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any the interests of Borrower’s Subsidiariesthe Lenders, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right Subordinated Indebtedness, except payments made at any time after Lender’s receipt of payment if such payment is not permitted at such time under Borrower’s financial statements for the subordination terms and conditionsfiscal quarter ending September 30, provided that in connection with a Permitted Acquisition2014, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (Ai) no Default or Event of Default has occurred and is continuing or would result therefrom; , (Bii) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted made, and for the sixty (60) day period immediately prior thereto and on a projected basis for the sixty (60) day period immediately following such payment, the Borrower has Qualified Cash less any past due accounts payable equal to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accruegreater than $7,500,000, and (2iii) any the Fixed Charge Coverage Ratio, as calculated on a trailing twelve months basis is greater than 2.00:1.00 after giving effect to such amount, together with accrued interest, may be paid so long as each of payment and on a projected basis for the conditions set forth in clauses twelve (A), (B12) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of months immediately following such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under Section 6.1 if clauses (c), (f), (h) and (i) of the terms and conditions thereof could reasonably be expected to definition of Permitted Indebtedness, in each case in any manner that would be materially adverse to Agent, Agent and the Lender Group (it being understood and agree than any Lender, Borrower, such amendment or any modification that would cause the maturity of Borrower’s Subsidiaries,such Indebtedness to occur prior to the Maturity Date shall be considered materially adverse to Agent and the Lender Group); or (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided or (iii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the adoption and implementation of a stockholders rights plan shall not aggregate, reasonably be deemed expected to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such cause a stockholders rights plan other than as permitted by Section 6.9(c)Material Adverse Effect.

Prepayments and Amendments. No Borrower shall, and no Borrower shall permit any of its Subsidiaries to: (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Borrower or its Subsidiaries, other than in respect of (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness that has been contractually subordinated in right of payment to the Obligations if such optional prepayment, redemption, defeasement, purchase or acquisition is permitted at such time under the subordination terms applicable thereto, (D) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, or (E) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event all such payments in respect of Default shall exist such optional prepayments, redemptions, defeasements, purchases or arise as acquisitions do not exceed $15,000,000 in the aggregate, plus an unlimited amount so long as, on a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 pro forma basis immediately after giving effect to the consummation of the proposed any such optional prepayment, redemption, defeasancedefeasement, purchase or other acquisition of Indebtedness,acquisition, Total Liquidity shall be at least $40,000,000; (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such paymentthereto, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Indebtedness permitted under Section 6.1 if clauses (c), (g), (h), (j), (k), (l), (m), (r)(x), (s), (t), (u) and (x) of the terms and conditions thereof could reasonably be expected to be materially adverse to Agentdefinition of Permitted Indebtedness, any Lender, Borrower, or any (C) Indebtedness that has been contractually subordinated in right of Borrower’s Subsidiaries, (ii) any Material Contract except payment to the extent that Obligations if such amendment, modification, alteration, increase, modification or change could notis permitted at such time under the subordination terms applicable thereto, individually and (D) any other Permitted Indebtedness (including Refinancing Indebtedness permitted hereunder) so long as such amendment, modification or in the aggregate, reasonably be expected to be change under this clause (D) is not materially adverse to the interests of the LendersAgent or any Lender, or (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Agent or any of the Lenders; provided Lenders (it being understood that any amendment, modification or other change to the adoption and implementation Governing Documents of a stockholders rights plan any Loan Party that is necessary to affect any transaction permitted by Section 6.3 or Section 6.9 shall not be deemed to be not materially adverse to the interests Agent or any of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) the Term Loan Indebtedness, which is addressed in Section 6.7(a)(iii), or (D) any other Indebtedness so long as, in the case of this clause (D), the Payment Conditions are satisfied, (ii) [Reserved], (iii) optionally or mandatorily pay, prepay, redeem, defease, purchase or otherwise acquire any or all of the Term Loan Indebtedness, except for (A) the mandatory prepayment of the Term Loan Indebtedness pursuant to Sections 5.2(a), and (b) of the Term Loan Credit Agreement (as in existence on the First Amendment Effective Date and otherwise amended or modified in accordance with Section 6.7(b) or as set forth in analogous provisions of any instruments, agreements or documents evidencing Refinancing Indebtedness thereof), to the extent permitted under the Intercreditor Agreement, (B) annual payments of “Excess Cash Flow” (as defined in the Term Loan Agreement, as in existence on the First Amendment Effective Date and otherwise amended or modified in accordance with Section 6.7(b) or as defined in analogous provisions of any instruments, agreements or documents evidencing Refinancing Indebtedness thereof) pursuant to the terms of the Term Loan Credit Agreement (as in existence on the First Amendment Effective Date and otherwise amended or modified in accordance with Section 6.7(b) or as set forth in analogous provisions of any instruments, agreements or documents evidencing Refinancing Indebtedness thereof), to the extent permitted under the Intercreditor Agreement and (C) other optional prepayments of the Term Loan Indebtedness in an aggregate principal amount not from time to exceed $1,000,000time, so long as no Event as, in the case of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to this clause (C), the consummation of the proposed prepaymentPayment Conditions are satisfied, redemption, defeasance, purchase or other acquisition of Indebtedness,or (iiiv) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) except in connection with Refinancing Indebtedness permitted by Section 6.1, any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness for borrowed money other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) Indebtedness permitted under Section 6.1 if clauses (c), (h), (j), (k), (o) and (s) of the definition of Permitted Indebtedness, and (D) the Term Loan Indebtedness to the extent permitted pursuant to the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiariesthe Intercreditor Agreement, (ii) any Material Contract of a Loan Party or its Domestic Subsidiaries except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepayPrepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiariesany Loan Party, other than (Ai) the DIP Obligations; (ii) as required by the Confirmation Order; (iii) Obligations in accordance with this Agreement; (iv) in connection with a refinancing permitted by Section 7.1(h); (v) (1) prepayments of the Indebtedness under the New AMERCO Notes, from the proceeds from the monetization or sale of the Excluded Assets, or (B2) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepaymentExists, redemption, defeasance, purchase or other acquisition of Indebtedness, (ii) make any payment on account prepayments of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to Term Loan B Notes or the Obligations may be made New AMERCO Notes so long as (A) the aggregate amount of such prepayments in any fiscal year, together with the aggregate amount of prepayments in such fiscal year by Borrowers pursuant to clause (3) of Section 7.8(a)(vi) plus the aggregate amount of dividends paid in arrears in such fiscal year by Borrowers pursuant to clause (c) of Section 7.11, shall not, in the aggregate, exceed the ECF Carry Forward Amount, if any, then in existence, and (B) on the date of such prepayment Borrowers are in compliance with the Excess Availability Test; (vi) (1) prepayments of the Indebtedness under the Synthetic Leases with insurance proceeds or condemnation proceeds received by a Loan Party in connection with any loss or condemnation of the Synthetic Lease Collateral, (2) prepayments of the Indebtedness under the Synthetic Leases upon the sale of any parcel of the Real Property subject to the Synthetic Leases pursuant to an arms-length sale to a bona fide purchaser that is not an Affiliate of Parent (whether or not an Affiliate leases back or retains the right to manage, occupy or conduct business at the affected Synthetic Lease Property), up to the amount of the net sale proceeds, or (3) so long as no Default or Event of Default has occurred exists, any other prepayments of principal Indebtedness required pursuant to the provisions of the Synthetic Leases, so long as (I) the aggregate amount of such prepayments in any fiscal year, together with the aggregate amount of prepayments in such fiscal year by Borrowers pursuant to clause (2) of Section 7.8(a)(v) plus the aggregate amount of dividends paid in arrears in such fiscal year by Borrowers pursuant to clause (c) of Section 7.11, shall not, in the aggregate, exceed the ECF Carry Forward Amount, if any, then in existence, and is continuing or would result therefrom; (BII) Borrower and its Subsidiaries have on the date of such prepayment Borrowers are in compliance with the Excess Availability plus Qualified Cash of at least $25,000,000Test, both immediately before and immediately after giving effect (vii) in addition to any such payment; and (C) the payment is required principal payments under the Synthetic Leases to be made on the Effective Date as contemplated by the acquisition agreement relative to Reorganization Plan, the Permitted Acquisition; provided further that if at actual scheduled payments of principal and interest due under the Synthetic Leases, estimates of which are set forth on Schedule 7.8(a) (including any time any such payment is not permitted to be paid as a result refinancings, in whole or in part, thereof), or (viii) other Indebtedness with the consent of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, orRequired Lenders. (b) Directly Except in connection with a refinancing permitted by Section 7.1(h), directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of (i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if 7.1 (excluding any amendment to the terms and conditions thereof could reasonably Term Loan B Note Indenture that must be expected made pursuant to be materially adverse to AgentSection 9.07 thereof). (c) Amend, modify or otherwise change its Governing Documents, including, without limitation, by the filing or modification of any Lender, Borrowercertificate of designation, or any agreement or arrangement entered into by it with respect to any of Borrower’s Subsidiaries, its capital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of its capital Stock, except as appropriate to accomplish a transaction permitted pursuant to Section 7.3(a) or Section 7.3(b), or (ii) amend, modify or otherwise change any Material Contract (other than a Material Contract the amendment of which is governed by clause (b) above) except to the extent that any such amendmentamendments, modification, alteration, increase, modifications or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party changes or any of its Subsidiaries if the effect thereofsuch new agreements or arrangements pursuant to this paragraph (c) that, either individually or in the aggregate, could not reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of have a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iiiMaterial Adverse Change, or (iii) shall permit Borrower amend, modify or otherwise change any Affiliate Contract or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by contract with SAC Holding, SSI, PMSR or PM Preferred except in compliance with Section 6.9(c)7.14 hereof.

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) , optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party (including Indebtedness under any Health Care Settlement Agreements, any Tax Settlement Agreement, the FPD Secured Note Documents, the FPD Term Loan Documents, the FPD Unsecured Term Note, the Secured Note Indebtedness, the Success Indebtedness or its SubsidiariesAffiliate Indebtedness), or make any payment in violation of any subordination terms of any Indebtedness, other than than: (Ai) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated Permitted Intercompany Advances in right of payment if such payment is not permitted at such time under accordance with the subordination terms and conditionsIntercompany Subordination Agreement; or (iii) Payments in accordance with the Approved Budget or Interim Order or the Final Order, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefromapplicable; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly Except in accordance with any Bankruptcy Court order, directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any FPD Secured Note Document, FPD Term Loan Document, the FPD Unsecured Term Note, or the Secured Note or any agreement evidencing the Success Indebtedness, (ii) any Health Care Settlement Agreement, without the consent of Agent (provided that if the applicable amendment or modification to a Health Care Settlement Agreement does not cause the aggregate amounts owing under all Health Care Settlement Agreements to exceed the limitation set forth in Section 6.13, then the Agent agrees that its consent under this clause (b)(ii) shall not be unreasonably withheld, conditioned or delayed), (iii) any Tax Settlement Agreement or Tax Lien Subordination Agreement, (iv) any other agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness permitted under Section 6.1 if the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries, other than (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iiiA) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or Obligations in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in accordance with this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).Agreement,

Prepayments and Amendments. (a) Except No Loan Party will, except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiariessuch Loan Party, other than (A) the Obligations in accordance with this Agreement, (B) Indebtedness under the ABL Credit Agreement and (C) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly No Loan Party will directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Indebtedness under the ABL Credit Agreement, (C) Permitted Intercompany Advances, and (D) Indebtedness permitted under Section 6.1 if the terms clauses (c), (h), (j) and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries, (iik) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lendersdefinition of “Permitted Indebtedness” under the ABL Credit Agreement, or (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that . (c) Notwithstanding anything to the adoption contrary in this Section 6.6, if Xxxxx Fargo, in its capacity as ABL Agent and implementation an ABL Lender under the ABL Credit Agreement, has consented in writing to any transactions or actions which would otherwise be prohibited under Sections 6.6(a) or (b), under the ABL Credit Agreement, such transactions or actions for purposes of a stockholders rights plan this Agreement shall not be deemed to be materially adverse have been consented to by Xxxxx Fargo, in its capacity as Agent and a Lender under this Agreement, without any further action on the interests part of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower Agent or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)Person.

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) , optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party (including Indebtedness under any Health Care Settlement Agreements, any Tax Settlement Agreement, the FPD Secured Note Documents, the FPD Term Loan Documents, the FPD Unsecured Term Note, the Secured Note Indebtedness, the Success Indebtedness or its SubsidiariesAffiliate Indebtedness), or make any payment in violation of any subordination terms of any Indebtedness, other than than: (Ai) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated Permitted Intercompany Advances in right of payment if such payment is not permitted at such time under accordance with the subordination terms and conditionsIntercompany Subordination Agreement; or 1 (iii) Payments in accordance with the Approved Budget or Interim Order or the Final Order, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefromapplicable; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly Except in accordance with any Bankruptcy Court order, directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any FPD Secured Note Document, FPD Term Loan Document, the FPD Unsecured Term Note, or the Secured Note or any agreement evidencing the Success Indebtedness, (ii) any Health Care Settlement Agreement, without the consent of Agent (provided that if the applicable amendment or modification to a Health Care Settlement Agreement does not cause the aggregate amounts owing under all Health Care Settlement Agreements to exceed the limitation set forth in Section 6.13, then the Agent agrees that its consent under this clause (b)(ii) shall not be unreasonably withheld, conditioned or delayed), (iii) any Tax Settlement Agreement or Tax Lien Subordination Agreement, (iv) any other agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness permitted under Section 6.1 if the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries, other than (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iiiA) the Governing Documents of any Loan Party Obligations in accordance with this Agreement, 1 Please explain reason for request to add: “or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).Approved Budget”

Prepayments and Amendments. US Borrower will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.16.1 or if the Payment Conditions are satisfied, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of US Borrower or its Subsidiaries, other than (A) prepayments of the Obligations in accordance with this Agreement, (B) prepayments, redemptions, defeasement, purchases or acquisitions of Permitted Intercompany Advances, and (C) other prepayments of Indebtedness in an aggregate principal amount not to exceed $1,000,000, of US Borrower or its Subsidiaries under the IBM Financing Agreement so long as as, with respect to this clause (C), no Event of Default shall exist has occurred and is continuing, or arise as a would result thereof therefrom and Borrower shall have Excess Availability plus Qualified Cash in an amount equal to or greater than exceeds $25,000,000 immediately 5,000,000 after giving effect to the consummation of the proposed such prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to any of the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate conditions applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such paymentthereto, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances and (C) Indebtedness permitted under Section 6.1 if clauses (a), (c), (g), (h), (i), (k), (l), (m), (t) or (u) of the terms definition of Permitted Indebtedness, in each of (A), (B) and conditions thereof (C), to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any the interests of Borrower’s Subsidiaries,the Lenders; (ii) any Material Contract the IBM Financing Agreement or the Citi Factoring Agreement, except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, Advances and (C) other Permitted Indebtedness in an aggregate principal amount not to exceed $1,000,000, (other than Subordinated Indebtedness) so long as (1) no Default or Event of Default shall exist have occurred and be continuing or arise as a would result thereof therefrom, (2) during the 1 day period immediately prior to such prepayment, redemption, defeasement, purchase or acquisition, Borrower has, and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect affect to such prepayment, redemption, defeasement, purchase or acquisition, Borrower is projected to have, Excess Availability of at least $12,500,000, (3) on a pro forma basis, Borrower and its Subsidiaries are projected to be in compliance with the financial covenants in Section 7 for the 12 month period ended one year after the proposed date of consummation of the such proposed prepayment, redemption, defeasancedefeasement, purchase or other acquisition, and (4) if the amount of such proposed prepayment, redemption, defeasement, purchase or acquisition is greater than $250,000, Borrower has provided Agent with written notice containing (w) notice of Indebtedness,its intent to make such prepayment, redemption, defeasement, purchase or acquisition, (x) the amount of such proposed prepayment, redemption, defeasement, purchase or acquisition, (y) a certification that each of the conditions contained in clauses (1), (2) and (3) above will be satisfied both before and after giving effect to such proposed prepayment, redemption, defeasement, purchase or acquisition, or (ii) make any payment on account of Subordinated Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions ofof any Subordinated Indebtedness in a manner materially adverse to the interests of the Lenders or to the extent prohibited by any subordination agreement relating to such Indebtedness. (i) the Governing Documents of any agreement, instrument, document, indenture, Loan Party or other writing evidencing or concerning Indebtedness permitted under Section 6.1 any of its Subsidiaries if the terms and conditions effect thereof could reasonably be expected to be materially adverse to Agentthe interests of the Lenders, any Lender, Borrower, or any of Borrower’s Subsidiaries,or (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, not reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Borrower or and its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) Indebtedness permitted under Section 6.1 if clauses (c), (h), (j) and (k) of the terms definition of Permitted Indebtedness, and conditions thereof (D) until the occurrence of a Default or an Event of Default, any other Permitted Indebtedness (other than Subordinated Indebtedness, unless such amendments or modifications are reasonably satisfactory to Agent) except to the extent that such amendment, modification, or change (1) could not, individually or in the aggregate, reasonably be expected to be materially adverse to Agent, the interests of the Lenders in any Lender, Borrower, material respect or any (2) is otherwise expressly prohibited within the definition of Borrower’s SubsidiariesPermitted Indebtedness, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the LendersLenders in any material respect, oror DOCPROPERTY "DocID" \* MERGEFORMAT 7221123.9 49 (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing Lenders in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)material respect.

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, and or (CD) other Indebtedness in an aggregate principal amount not to exceed $1,000,000750,000 in any one fiscal year, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness permitted under Section 6.1 clauses (c), (g), (h), (j), (k), and (q) of the definition of Permitted Indebtedness or (E) in each case if the terms and conditions thereof could reasonably be expected to be materially adverse to Agenteffect thereof, any Lender, Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, either individually or in the aggregate, could not reasonably be expected to be materially adverse to the interests of the Lenders, orIndebtedness permitted under clauses (b), (e), (i), (o), (t), and (v) of the definition of Permitted Indebtedness, (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse , or (iii) any Material Contract except to the interests of extent that such amendment, modification, or change could not, individually or in the Lenders. Nothing aggregate, reasonably be expected to result in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)Material Adverse Effect.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.17.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or any of its Subsidiaries, other than except that the foregoing shall not prohibit prepayments of (A) the Dacotah Real Estate Term Loans so long as (1) no Default or Event of Default has occurred and is continuing, and (2) the Borrower’s Fixed Charge Coverage Ratio for the most recent 12-month period for which Borrower has delivered financial statements and a Compliance Certificate in accordance with Section 6.1 would not be less than 1.10 to 1.00 when determined on a pro forma basis as if such prepayments were made during such 12-month period, and (B) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement and (B) Indebtedness permitted under Section 6.1 if clauses (c), (e) and (f) of the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any definition of Borrower’s Subsidiaries,Permitted Indebtedness; (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, Lender; or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)Subsidiaries.

Prepayments and Amendments. (a) Except in connection with Permitted Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its SubsidiariesRestricted Subsidiaries (or agree to do any of the foregoing), other than (Ax) the Obligations in accordance with this Agreement, (By) Permitted Intercompany Advances, or (z) the making of a tender offer with respect to the Senior Notes; provided that the consummation of such tender offer and the payment of the consideration in connection therewith are expressly conditioned upon either (CA) other Indebtedness the occurrence of all of the following (1) the satisfaction or waiver, where permissible, of all of the conditions precedent contained in an aggregate principal amount not the Agreement and Plan of Merger, dated as of June 16, 2008, as amended by the First Amendment to exceed $1,000,000Agreement and Plan of Merger, so long dated as no Event of Default shall exist or arise as October 18, 2008 (the “Merger Agreement”), that Borrower entered into with Xxxxxxxx Holdings, Inc., a result thereof Delaware corporation, Xxxxxxxx Acquisition Co., a Delaware corporation, and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to Xxxxxx X. Xxxxxxxx, (2) the consummation of the proposed prepaymenttransactions contemplated by the Merger Agreement, redemptionincluding, defeasancebut not limited to, purchase the merger of Xxxxxxxx Acquisition Co., a Delaware corporation, with and into Borrower, (3) the satisfaction or other acquisition waiver of Indebtedness,all of the conditions precedent (as provided in the Commitment Letter) to the Debt Financing (as defined in the Commitment Letter), and (4) the consummation of the Debt Financing (as defined in the Commitment Letter) or (B) the occurrence of both (1) the satisfaction or waiver of all of the conditions precedent (as provided in the Commitment Letter) to the Alternative Debt Financing (as defined in the Commitment Letter) and (2) the consummation of the Alternative Debt Financing (as defined in the Commitment Letter), or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreementthe Senior Notes Documents, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if than amendments deleting all of the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, covenants or any of Borrower’s Subsidiariesthe events of default set forth in the Senior Notes Documents which amendments are executed in connection with the tender offer and consent solicitation for the Senior Notes, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lendersresult in a Material Adverse Change, or (iii) the Governing Documents of any Loan Party or any of its Restricted Subsidiaries or of Xxxxxx’x Gaming, Inc. (unless expressly permitted by the terms of this Agreement) if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances; provided the Loan Parties may prepay the Term Loan (1) with the proceeds of any Qualified Equity Interests, and (C2) other Indebtedness with the proceeds of AB-PCI Priority Collateral in an aggregate principal amount not to exceed $1,000,000, accordance with the AB-PCI Intercreditor Agreement; or (3) with the proceeds of the Revolving Loans so long as (X) no Default or Event of Default shall exist has occurred and is continuing or would arise as a result thereof of such prepayment, and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately (Y) after giving effect to the consummation of the proposed such prepayment, redemptionthe Loan Parties have the Required Availability and shall be in compliance on a pro forma basis with the financial covenants set forth in Section 7 (recomputed for the most recent twelve month period for which monthly financial statements have been delivered in accordance with the terms hereof after giving effect thereto), defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) Indebtedness permitted under Section 6.1 if clauses (c), (f), (h), (i), (l), (n), (o) or (r) of the terms definition of Permitted Indebtedness, and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries, (iiD) any Material Contract except the Term Loan to the extent that such amendment, modification, alteration, increase, or change could not, individually or in permitted by the aggregate, reasonably be expected to be materially adverse to the interests of the LendersAB-PCI Intercreditor Agreement, or (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries to: (a) Except except in connection with the Transactions or any Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Borrower or its SubsidiariesSubsidiaries consisting of Xxxxxxxxxxxx xxxxxxxxx xxxxx xxxxxxx (x), (x), (x), (x), (x), (x), (x) or (aa) of the definition of Permitted Indebtedness, or any other Indebtedness with an outstanding amount greater than $25,000,000 that is secured by Liens on the Collateral that rank junior to the Liens on the Collateral securing the Obligations, in all such cases, prior to the maturity date applicable to such Indebtedness, except (A) any prepayment, redemption, defeasance, purchase or other acquisition with Qualified Equity Interests so long as at the Obligations in accordance with this Agreementtime of such prepayment, redemption, defeasance, purchase or other acquisition no Default or Event of Default has occurred and is continuing or would result therefrom, (B) Permitted Intercompany Advancesany prepayment, redemption, defeasance, purchase or other acquisition with the net cash proceeds of an issuance of Qualified Equity Interests within 60 days of such issuance (or such later date as agreed to by the Agent in its sole discretion)) so long as (1) at the time of such prepayment, redemption, defeasance, purchase or other acquisition no Default or Event of Default has occurred and is continuing or would result therefrom and (2) the net cash proceeds of such issuance of Qualified Equity Interests are maintained in a segregated Deposit Account subject to the “control” of the Agent until the earlier of (a) application toward such prepayment, redemption, defeasance, purchase or other acquisition and (b) the date that is 60 days after such issuance, (C) any prepayment, redemption, defeasance, purchase or other acquisition so long as, at the time of such prepayment, redemption, defeasance, purchase or other acquisition, no Default or Event of Default has occurred and is continuing or would result therefrom and either (1) the Payment Conditions are satisfied at such time or (2) for each of the 30 consecutive days immediately preceding such prepayment, redemption, defeasance, purchase or other acquisition, and both before and after giving effect to such prepayment, redemption, defeasance, purchase or other acquisition, (x) no Loans are outstanding and (y) Liquidity is at least $500,000,000; provided, further that the foregoing conditions under this clause (C) shall not be required to be satisfied with respect to prepayments, redemptions, defeasances, purchases or other acquisitions of any such Indebtedness in an aggregate principal amount not to exceed $1,000,000(for all such prepayments, so long as no Event redemptions, defeasances, purchases or other acquisitions) of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect up to the consummation greater of (x) $100,000,000200,000,000 and (y) 1.5% of Consolidated Net Tangible Assets, measured as of the proposed last day of the fiscal quarter ending prior to the date of such prepayment for which financial statements have been delivered to the Agent, during the term of this Agreement and (D) any prepayment, redemption, defeasance, purchase or other acquisition of the Convertible Notes with Qualified Equity Interests; provided that this Section 6.6(a)(i) shall not apply to any prepayment, redemption, defeasance, purchase, or other acquisition of the Convertible Notes to the extent such event or condition occurs as a result of (x) the satisfaction of a conversion contingency pursuant to the Convertible Notes (as in effect on the date hereof) or the exercise by a holder of the Convertible Notes of a conversion right resulting from the satisfaction of a conversion contingency pursuant to the Convertible Notes (as in effect on the date hereof) (it being understood that any such prepayment, redemption, defeasance, purchase, or other acquisition of the Convertible Notes made in cash in reliance on this clause (x) shall be subject to satisfaction of the Payment Conditions at the time thereof, other than prepayments, redemptions, defeasances, purchases or other acquisitions (i) of less than $30,000,00060,000,000 in the aggregate during the term of this Agreement, or (ii) paid in lieu of fractional shares)) or (y) a required repurchase under the Convertible Notes; provided further that nothing in this Section 6.6 shall prohibit the payment of Indebtedness permitted under this Agreement at the time of the final maturity of the obligations under such Indebtedness,, or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly except in connection with the Transactions or any Refinancing Indebtedness permitted by Section 6.1, directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Xxxxxxxxxxxx xxxxxxxxx xxxxx xxxxxxx (x), (x), (x), (x), (x), (x), (x) or (aa) of the definition of Permitted Indebtedness permitted under Section 6.1 (A) if the such Indebtedness could not have been incurred (including as Refinancing Indebtedness) on such terms and conditions thereof (without limiting clause (ii) below) or (B) if such amendment, modification or change could reasonably be expected to be materially adverse to Agentaffect the interests of the Lenders adversely in any material respect, any Lender, Borrower, or any of Borrower’s Subsidiaries,or (ii) the Governing Documents of any Material Contract except to Loan Party or any of its Subsidiaries, the extent that such amendmentExisting Senior Notes, modificationthe Convertible Notes or the Senior Secured Notes, alterationin each case if the effect thereof, increase, or change could not, either individually or in the aggregate, would reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.16.1 and except with respect to payments made at a time when the Payment Conditions have been satisfied, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its SubsidiariesSubsidiaries (it being understood that payments of regularly scheduled principal and interest and mandatory prepayments of principal and interest shall be permitted), other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) Indebtedness permitted under Section 6.1 if clauses (c), (d), (e), (h), (j), (k), (n), (p), (q) and (r) of the terms definition of Permitted Indebtedness, (D) Indebtedness permitted under clauses (l), (m), (s) and conditions thereof could (t) of the definition of Permitted Indebtedness so long as such proposed amendment, modification, or change is reasonably be expected to be materially adverse acceptable to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries,or (ii) any Material Contract Refining Agreement without the prior written consent of Agent except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepaymake any payments in respect of the Montrovest Debt other than, redeem, defease, purchase, so long as no Default or otherwise acquire any Indebtedness Event of Borrower Default then exists or its Subsidiaries, other than would (Aafter taking into consideration the payment to be made) result therefrom and subject to the Obligations in accordance with this Montrovest Subordination Agreement, (Bx) Permitted Intercompany Advancesregularly scheduled payments of interest in respect of the Montrovest Debt as and when due pursuant to the Montrovest Debt Documents (y) the principal payments of US$1,250,000 on or about July 20, 2018 and US$1,250,000 on or about July 20, 2019 pursuant to the Montrovest Debt 2017 and (Cz) other Indebtedness the fee payment in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect 10,000 annually pursuant to the consummation Montrovest Debt 2017. No other prepayment of, or payment of principal on, the proposed prepaymentMontrovest Debt may be made without the prior written consent of Agent in its sole discretion, redemption, defeasance, purchase unless the Restricted Payment Conditions are satisfied with respect to such prepayment or other acquisition of Indebtedness,payment. (ii) make any payment on account of Indebtedness (other than as permitted under paragraph (a)(i) above) that has been contractually subordinated in right of payment to the Obligations if (A) such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate conditions applicable to such Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A)and, (B) and (C) of this Section 6.7(a)(ii) is satisfied at where applicable, the time of the making of such payment, orRestricted Payment Conditions have not been satisfied, (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of, or, in the case of (b)(i) only, waive any of its material rights under: (i) The Revolving Loan Documents (except to the extent expressly permitted by the Intercreditor Agreement), the Management Agreement (except to the extent expressly permitted by the Management Subordination Agreement), the Quebec Subordinated Debt Documents, the Montrovest Debt Documents (except to the extent expressly permitted by the Montrovest Subordination Agreement) or any Additional Subordinated Debt Documents or any other agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if that is contractually subordinated in right of payment to the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries,Obligations; or (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption . Each Loan Party shall deliver to Agent complete and implementation correct copies of a stockholders rights plan shall not be deemed any amendment, restatement, supplement or other modification to be materially adverse to the interests or waiver of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower Management Agreement, the Quebec Subordinated Debt Documents, the Montrovest Debt Documents, any Additional Subordinated Debt Documents or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)Governing Documents.

Prepayments and Amendments. Neither Parent nor any Borrower will, or will permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower Parent or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000the Notes, but only so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately the Payment Conditions are satisfied after giving effect to the consummation any prepayment of the proposed prepaymentNotes, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under Section 6.1 if clauses (c), (h), (j) and (k) of the terms and conditions thereof could reasonably be expected to be materially adverse to Agentdefinition of Permitted Indebtedness, any Lender, Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except in each case to the extent that such amendment, modification, alteration, increase, or change could notthe effect thereof, individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Agent or the Lenders (it being understood that, without limitation, any increase in the interest rate under any such Permitted Indebtedness that would (individually or in the aggregate for all such increases of the interest rate under such Permitted Indebtedness following the initial incurrence thereof) result in an increase to the interest rate applicable thereto by more than three percent per annum, any acceleration or creation of scheduled dates of payment of principal or interest, any prohibition or restriction on the ability of Subsidiaries that are not Loan Parties to transfer assets to the Loan Parties in any manner, any restrictions of any kind on the repayment or prepayment of the Obligations, and any addition of financial covenants could in each case be expected to be materially adverse to the interests of Agent and Lenders) or could reasonably be expected to impose any additional material burdens on Parent or its Subsidiaries, or (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, purchase or otherwise acquire any Indebtedness of Borrower any Loan Party or its Subsidiariesmake, other than directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: (Ai) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness, Obligations; (ii) make any payment on account of obligations under Hedge Agreements; (iii) secured Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid becomes due as a result of the failure voluntary sale or transfer of the assets securing such Indebtedness to satisfy the condition set forth in clauses extent such sale or transfer is permitted hereunder; (Aiv) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable Indebtedness owing to Indebtedness consisting of Earn-outs shall continue to accrue, another Loan Party; and (2v) other Permitted Indebtedness in cash, provided, that, as of the date of any such amountpayment under this clause (v) and after giving effect thereto, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) Payment Conditions is satisfied at (and in the time case of any Subordinated Indebtedness, in any event only to the extent permitted under the terms of the making of such payment, orsubordination thereof); (b) Directly directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document, indenture, document or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under Section 6.1 if clauses (c), (e) and (f) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Permitted Indebtedness, after prior written notice to Lender, to amend or modify the terms and conditions thereof could reasonably be expected to be materially adverse forgive or cancel any portion of such Indebtedness (other than pursuant to Agent, payment thereof) or to reduce the interest rate or any Lender, Borrowerfees in connection therewith, or any of Borrower’s Subsidiaries,to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)Lender.

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries or Holdings to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.17.1; provided that any Refinancing Indebtedness of the ABL Facility shall be in accordance with the provisions of the Intercreditor Agreement, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Holdings, the Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, Advances and (C) other Indebtedness the ABL Facility in an aggregate principal amount not to exceed $1,000,000accordance with Section 2.4 thereof as in effect on the Closing Date, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness (A) held by an Affiliate of a Loan Party (other than another Loan Party) or (B) that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; provided, provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale or transfer of, or casualty or condemnation event with respect to, the property or assets securing such Indebtedness if (in connection with the case of a Permitted Acquisitionsale or transfer) such sale or transfer is permitted hereunder and such Indebtedness is repaid on or prior to three Business Days after the receipt of proceeds therefrom; provided, payments on account of Indebtedness consisting of Earn-outs further that have been contractually subordinated in right of payment subject to the Obligations applicable subordination provisions of the Management Note, (i) Borrower may be made pay in cash up to 35% of the interest on the Management Note when due (but without catching up any interest paid in kind); only so long as for the purpose of this clause (i) after giving effect on a Pro Forma Basis to the payment of any such payments, (A) no Default or Event of Default has occurred and is continuing or would result therefrom; and (B) the Loan Parties are in compliance on a Pro Forma Basis with the covenants set forth in Article VI, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered, and (ii) so long as the Adjusted Operating Ratio calculated on a trailing four Fiscal Quarter basis is less than (x) 96% for each of the two most recent consecutive four Fiscal Quarter periods, the Borrower may pay the interest on the Management Notes when due in cash and its Subsidiaries may make catch-up payments of interest paid in kind (even if previously added to principal) on the Management Note in cash (including any interest paid in kind prior to the Closing Date) and (y) 94% for each of the two most recent consecutive four Fiscal Quarter periods, the Borrower may, following receipt of the Compliance Certificate for the most recent Fiscal Year for which financial statements have been delivered, make cash principal payments on the Management Notes out of the portion of the Excess Availability plus Qualified Cash Flow that it is not required to use to prepay the Term Loans pursuant to Section 2.6; only so long as, for the purpose of at least $25,000,000, both immediately before and immediately this clause (ii) after giving effect on a Pro Forma Basis to the payment of any such payment; payments, (A) no Default or Event of Default has occurred and is continuing and (CB) the payment is required to be made by Loan Parties are in compliance on a Pro Forma Basis with the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition covenants set forth in clauses (A) or (B) of this Section 6.7(a)(ii)Article VI, then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of recomputed for the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, ormost recent Fiscal Quarter for which financial statements have been delivered. (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) Indebtedness permitted under Section 6.1 if clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness and (D) the ABL Facility in accordance with the terms and conditions thereof could reasonably be expected to be materially adverse to Agentof the Intercreditor Agreement, any Lender, Borrower, or any of Borrower’s Subsidiaries,or (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents governing documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1,6.1 or a conversion to or exchange for Qualified Equity Interests: (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or its Subsidiaries, other than except that a Loan Party or such Subsidiary may optionally prepay, redeem, defease, purchase, or otherwise acquire any of its Indebtedness consisting of (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Indebtedness arising from Permitted Intercompany Advances, and or (CD) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, (other than Subordinated Indebtedness) so long as no Event on the date of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed any such prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness,such other Indebedness, and immediately after giving effect thereto, each of the Payment Conditions is satisfied, or (ii) make any payment on account of Subordinated Indebtedness or any other Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, and (D) Indebtedness permitted under Section 6.1 if clauses (c), (h), (j) and (k) of the terms and conditions thereof could reasonably be expected to be materially adverse to Agentdefinition of Permitted Indebtedness, any Lender, Borrower, or any of Borrower’s Subsidiaries,or (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Organization Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries to: (a) Except except in connection with the Transaction or any Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Borrower or its SubsidiariesSubsidiaries consisting of Indebtedness permitted under clauses (f), other than (p), (q), (t), (u) or (v), of the definition of Permitted Indebtedness, unless (A) the Obligations in accordance with this Agreement, no Default or Event of Default has occurred and is continuing or would result therefrom and (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation for each of the proposed 30 consecutive days immediately preceding such prepayment, redemption, defeasance, purchase or other acquisition acquisition, and both before and after giving effect to such prepayment, redemption, defeasance, purchase or other acquisition, no Loans are outstanding; provided that the foregoing conditions shall not be required to be satisfied with respect to prepayments, redemptions, defeasances, purchases or other acquisitions of Indebtedness,any such Indebtedness in an aggregate principal amount (for all such prepayments, redemptions, defeasances, purchases or other acquisitions) of up to $25,000,000 during the term of this Agreement, or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly except in connection with the Transaction or any Refinancing Indebtedness permitted by Section 6.1, directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness permitted under Section 6.1 clauses (f), (p), (q), (t), (u) or (v) of the definition of Permitted Indebtedness if the such Indebtedness could not have been incurred on such terms and conditions thereof could reasonably be expected to be materially adverse to Agent(without limiting clause (ii) below), any Lender, Borrower, or any of Borrower’s Subsidiaries,or (ii) the Governing Documents of any Material Contract except to Loan Party or any of its Subsidiaries or the extent that such amendmentExisting Senior Notes, modificationthe Exchange Notes or the Senior Secured Notes, alterationin each case if the effect thereof, increase, or change could not, either individually or in the aggregate, would reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.17.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness, (ii) make any payment on account of the Seller Subordinated Debt other than Purchase Price Payments as and when required to be paid under the Purchase Agreement, solely to the extent that (a) no Default or Event of Default has occurred and is continuing or will occur as a result of or immediately following any such payment, (b) Borrowers are in compliance with the financial covenants set forth in Section 8 of this Agreement and will remain in compliance immediately following any such payment, (c) Borrowers shall have Liquidity at all times during the preceding thirty (30) day period of at least $25,000,000, (d) Borrowers shall have Liquidity of at least $25,000,000 after giving effect to such payment, (e) the aggregate amount of Purchase Price Payments made by Borrowers pursuant to the Purchase Agreement shall not exceed $2,000,000 and (f) such payments are otherwise permitted pursuant to the terms and conditions of the Seller Subordination Agreement; or (iii) make any payment on account of other Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under Section 6.1 if clauses (c), (e), (f) and (k) of the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any definition of Borrower’s Subsidiaries,Permitted Indebtedness; (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, Lender; or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)Lender.

Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepaymake any payments in respect of the Montrovest Debt other than, redeem, defease, purchase, so long as no Default or otherwise acquire any Indebtedness Event of Borrower Default then exists or its Subsidiaries, other than would (Aafter taking into consideration the payment to be made) result therefrom and subject to the Obligations in accordance with this Montrovest Subordination Agreement, (Bx) Permitted Intercompany Advancesregularly scheduled payments of interest in respect of the Montrovest Debt as and when due pursuant to the Montrovest Debt Documents (y) the principal payments of US$1,250,000 on or about July 20, 2018 and US$1,250,000 on or about July 20, 2019 pursuant to the Montrovest Debt 2017 and (Cz) other Indebtedness the fee payment in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect 10,000 annually pursuant to the consummation Montrovest Debt 2017. No other prepayment of, or payment of principal on, the proposed prepaymentMontrovest Debt may be made without the prior written consent of Agent in its sole discretion, redemption, defeasance, purchase unless the Restricted Payment Conditions are satisfied with respect to such prepayment or other acquisition of Indebtednesspayment, (ii) make any payment on account of Indebtedness (other than as permitted under paragraph (a)(i) above) that has been contractually subordinated in right of payment to the Obligations if (A) such payment is not permitted at such time under the subordination terms and conditionsconditions applicable to such Indebtedness and, provided that in connection with a Permitted Acquisition(B) where applicable, payments the Restricted Payment Conditions have not been satisfied, (iii) make any payment on account of the Xxxxxxx Subordinated Indebtedness consisting of Earn-outs other than payments in the amounts and on the due dates therefor set out in the Xxxxxxx Inventory Purchase Agreement provided that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of made at such time under the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, orXxxxxxx Subordination Agreement. (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of, or, in the case of (b)(i) only, waive any of its material rights under: (i) the Term Loan Documents (except to the extent expressly permitted by the Intercreditor Agreement), the Management Agreement (except to the extent expressly permitted by the Management Subordination Agreement), the Quebec Subordinated Debt Documents, the Xxxxxxx Purchase Documents, the RM JV Agreement to the extent that, in the case of the RM JV Agreement, such amendment, modification or change would be reasonably expected to be adverse to the interests of the Lenders, the Montrovest Debt Documents (except to the extent expressly permitted by the Montrovest Subordination Agreement), or any Additional Subordinated Debt Documents or any other agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if that is contractually subordinated in right of payment to the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries,Obligations; or (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that , and (c) make any payments in respect of the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse Term Loan Debt other than regularly scheduled interest payments pursuant to the interests terms of the LendersTerm Loan Agreement. Nothing in this Section 6.7(b)(iii) Each Loan Party shall permit Borrower deliver to Agent complete and correct copies of any amendment, restatement, supplement or other modification to or waiver of the Management Agreement, the Quebec Subordinated Debt Documents, the Xxxxxxx Purchase Documents, the RM JV Agreement, the Montrovest Debt Documents, any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)Additional Subordinated Debt Documents or Governing Documents.

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries or Parent to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1,; provided that any Refinancing Indebtedness of the Term Loan Credit Agreement shall be subject to the terms of the Intercreditor Agreement and shall not have maturity date prior to the maturity date of (or have shorter weighted average life to maturity than) the Term Loan Credit Agreement on the Closing Date. (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Parent, any Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, ; provided that in connection with the foregoing shall not prohibit any such payment, prepayment, redemption, defeasance, purchase, or acquisition (a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as “Prepayment”) if (Ai) no Default or Event of Default has shall have occurred and is be continuing or would result therefrom; , (Bii) Borrower and its Subsidiaries have (A) Excess Availability plus Qualified Cash on the date of at least $25,000,000, both immediately before and immediately such Prepayment (calculated on a pro forma basis after giving effect to any such payment; Prepayment), Average Excess Availability for the 30 consecutive days immediately preceding such Prepayment and (Con a projected basis) for the payment is 30 consecutive days immediately following such Prepayment (each calculated on a pro forma basis after giving effect to such Prepayment), in each case, shall not be less than the greater of (x) 33% of the Maximum Revolver Amount and (y) $44,550,000 or (B) each of (1) Excess Availability on the date of such Prepayment (calculated on a pro forma basis after giving effect to such Prepayment), Average Excess Availability for the 30 consecutive days immediately preceding such Prepayment and (on a projected basis) for the 30 consecutive days immediately following such Prepayment (each calculated on a pro forma basis after giving effect to such Prepayment), in each case, shall not be less than the greater of (x) 22.5% of the Maximum Revolver Amount and (y) $30,375,000 and (2) as of the last day of the most recent month for which financial statements are required to be made by the acquisition agreement relative delivered under Section 5.1 ended prior to the Permitted Acquisitiondate of such Prepayment (calculated on a pro forma basis after giving effect to such Prepayment), the Fixed Charge Coverage Ratio for Parent and its Subsidiaries for the immediately preceding twelve (12) consecutive months shall be at least 1.10 to 1.00 and (iii) the Administrative Borrower shall have delivered a customary officer’s certificate to the Agent certifying as to compliance with the requirements of clauses (i) and (ii); provided provided, further that if at any time any such payment is this clause (a) shall not permitted apply to be paid secured Indebtedness that becomes due as a result of the failure to satisfy sale or transfer of, or casualty or condemnation event with respect to, the condition set forth property or assets securing such Indebtedness if (in clauses (A) the case of a sale or (B) of this Section 6.7(a)(ii), then (1transfer) such amount together with interest at a market rate applicable sale or transfer is permitted hereunder and such Indebtedness is repaid on or prior to Indebtedness consisting three Business Days after the receipt of Earn-outs shall continue to accrue, proceeds therefrom and (2) any such amount, together with accrued interest, may be paid so long as each mandatory prepayment of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at “loans” under the time Term Loan Credit Agreement shall also be subject to the terms of the making of such payment, orIntercreditor Agreement. (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) Indebtedness permitted under Section 6.1 if clauses (c), (h), (j) and (k) of the terms definition of Permitted Indebtedness, and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any (D) Indebtedness permitted under Clause (l) of Borrower’s Subsidiaries, (ii) any Material Contract except the definition of Permitted Indebtedness to the extent that such amendment, modification, alteration, increase, or change could not, individually or in not prohibited by the aggregate, reasonably be expected to be materially adverse to the interests of the LendersIntercreditor Agreement, or (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Revolving Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries to: (a) Except Prepay, repay, redeem, purchase, defease, or otherwise or acquire for value (including (x) by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due and (y) at the maturity thereof) any Junior Indebtedness, or make any payment in violation of any subordination terms of any Junior Indebtedness, except: (i) so long as no Default or Event of Default then exists or would be caused thereby, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Junior Indebtedness, provided that such payments of Subordinated Indebtedness shall be in accordance with the subordination terms thereof or the subordination agreement applicable thereto, (ii) in connection with Refinancing Indebtedness permitted by Section 6.16.1 and in compliance with any subordination provisions applicable thereto, (iiii) optionally prepay, redeem, defease, purchasepayments and prepayments of Junior Indebtedness made solely with proceeds of any issuance of Qualified Equity Interests of Borrower, or otherwise acquire any Indebtedness capital contribution in respect of Borrower Qualified Equity Interests of Borrower, so long as immediately before and after giving effect to any such payment or its Subsidiariesprepayment, other than no Default or Event of Default then exists, (iv) (A) payments and prepayments of Junior Indebtedness as a result of the Obligations in accordance with this Agreementconversion of all or any portion of such Junior Indebtedness into Qualified Equity Interests of Borrower, and (B) payments of interest in respect of Junior Indebtedness in the form of payment in kind interest constituting Permitted Indebtedness, (v) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, payments and prepayments in respect of Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation extent permitted by the Intercompany Subordination Agreement, if applicable, and (vi) without limiting and in addition to the exceptions permitted in clauses (i) through (v) above, prepayments, redemptions, purchases, defeasances and payments in respect of Junior Indebtedness prior to their scheduled maturity; provided that (i) at the proposed time of such prepayment, redemption, defeasancepurchase, purchase defeasance or other acquisition of Indebtedness, (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditionspayment, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; therefrom and (Bii) Borrower demonstrates (x) that the Consolidated Net Leverage Ratio is not greater than 2.75 to 1.00 and (y) that the aggregate amount of all cash and Cash Equivalents of Borrower and its Subsidiaries have Excess Availability that are unrestricted and not subject to any Lien (other than any Permitted Lien) plus Qualified Cash of at least availability under the Revolving Credit Facility is greater than $25,000,000, both immediately before in each of clauses (x) and immediately (y) calculated on a pro forma basis after giving effect to such prepayment, redemption, purchase, defeasance or other payment and any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth Indebtedness incurred in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, orconnection therewith. (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning any Junior Indebtedness permitted under Section 6.1 if in any respect which, individually or in the terms and conditions thereof aggregate, could reasonably be expected to be materially adverse to Agentthe interest of the Lenders or in violation or contravention of the subordination terms thereof or the subordination agreement applicable thereto, any Lender, Borrower, or any of Borrower’s Subsidiaries,or (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, Quanex Incentive Plans or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries Subsidiaries, in each case, if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally Optionally prepay, redeem, defease, purchase, redeem or otherwise acquire defease any Indebtedness of Borrower or its Subsidiaries, any Loan Party other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Agreement other Indebtedness in an aggregate principal amount not to exceed $1,000,000than, so long as no Event the Borrower is in pro forma compliance with the financial covenants in Section 7, payments of Default shall exist or arise as a result thereof regularly scheduled principal and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of interest required under any Permitted Purchase Money Indebtedness,; or (iib) make Make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (bc) Directly Other than immaterial amendments in the ordinary course, directly or indirectly, amend, modify, alter, or change any of the terms or provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; or (ii) the Acquisition Agreements and the Specified Acquisition Agreements; provided that that, the adoption and implementation of Acquisition Agreements may be amended in a stockholders rights plan shall manner which is not be deemed to be materially adverse to the interests of the Loan Parties, the Agent or the Lenders without the prior written consent of the Agent; provided further that, notwithstanding whether such amendments are adverse to the Loan Parties, the Agent or the Lenders. Nothing , it is acknowledged and agreed that any amendments (or changes which have the effect of an amendment) to the purchase price, any escrow, deposit or similar holdback of acquisition consideration or timing of payments shall require the prior written consent of the Agent; (d) Other than in this Section 6.7(b)(iiithe ordinary course of business, directly or indirectly, amend, modify, alter, or change any of the terms or provisions of any Material Contract (other than the Acquisition Agreements and the Specified Acquisition Agreements) shall permit if the effect thereof, either individually or in the aggregate, could reasonably be expected to be adverse in any material respect to the rights, interests or privileges of Agent or Lenders or the Borrower or any its ability to enforce the same or on the value of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)the Collateral.

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) any other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower (1) the Payment Conditions are satisfied, (2) Agent shall have Availability plus Qualified Cash in an amount equal to received no less than five (5) days prior written notice of such transaction or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepaymentpayment and (3) Agent shall have received a Payment Conditions Certificate, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the applicable subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any conditions for such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such paymentIndebtedness, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness permitted under Section 6.1 if other than (A) the terms Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries, (iiC) any Material Contract except to the extent that other Indebtedness so long as such amendment, modification, alteration, increase, modification or change could not, individually or in the aggregate, not reasonably be expected to be materially adverse to the interests of the Lenders, or, (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided , or (iii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the adoption and implementation of a stockholders rights plan shall not aggregate, reasonably be deemed expected to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries to, (a) Except in connection with (x) the Permitted Redemption, and (y) Refinancing Indebtedness permitted by Section 6.1Indebtedness, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Bank Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Bank Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such paymentcontract, or (b) Directly or indirectly, amend, modify, or change change, in a way materially adverse to the Agent or the Lenders or in a way that substantially impairs the Liens granted under the Loan Documents, any of the terms or provisions of: (i) any material agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Bank Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) Indebtedness permitted under Section 6.1 if clauses (g), and (l) of the terms definition of Permitted Indebtedness, and conditions thereof could reasonably be expected to be materially adverse to Agent, (D) any Lender, Borrower, or any of Borrower’s SubsidiariesRefinancing Indebtedness in connection Senior Secured Notes and the Senior Unsecured Notes, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereofSubsidiaries, either individually or in the aggregate, could reasonably be expected to be materially adverse or (iii) any ESOP Plan Document except to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted extent required by Section 6.9(c)applicable law.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.16.1 and except with respect to any Indebtedness the prepayment of which is set forth on Exhibit 6.7(a), (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or its SubsidiariesSubsidiary thereof, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) the Indebtedness under the Indenture Documents so long as (1) the aggregate amount expended for all such prepayments, redemptions, defeasances, purchases or other acquisitions does not exceed $50,000,000 (plus any additional amounts to the extent solely funded with the identifiable proceeds of any issuance of Stock (other than Prohibited Preferred Stock) by, or capital contributions to, Parent on or after the Third Amendment Effective Date), (2) Excess Availability plus Qualified Cash during each of the 120 days immediately prior, and immediately after giving effect to, such prepayment, redemption, defeasance, purchase or other acquisition equals or exceeds $50,000,000 (or $30,000,000 in the case of additional amounts to the extent solely funded with the identifiable proceeds of any issuance of Stock (other than Prohibited Preferred Stock) by, or capital contributions to, Parent on or after the Third Amendment Effective Date), (3) no Default or Event of Default exists immediately prior to, or would arise immediately after giving effect to, such prepayment, redemption, defeasance, purchase or other acquisition and (4) on a pro forma basis after giving effect to such prepayment, redemption, defeasance, purchase or other acquisition, Parent and its Subsidiaries would have had a Fixed Charge Coverage Ratio of at least 1.1:1.0 for the four fiscal quarter period ended immediately prior to such prepayment, redemption, defeasance, purchase or other acquisition, (D) reductions of the Indebtedness arising under the Ares Guarantee and Reimbursement Agreement made in connection with the return and cancellation of letters of credit issued pursuant thereto (it being understood and agreed that such reduction is being made without the requirement of any cash payment by any Loan Party), and (E) Purchase Money Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness10,000,000, (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly Except pursuant to a refinancing permitted under the terms of the Loan Documents, directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning governing Permitted Indebtedness (except to the extent expressly permitted by Section 6.7(b)(ii)) other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under Section 6.1 if clauses (c), (g), (i), (j) and (o) of the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any definition of Borrower’s SubsidiariesPermitted Indebtedness, (ii) any Material Contract Contract, any Indenture Document or any Acquisition Document, except to the extent that such amendment, modification, alteration, increase, modification or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders (it being understood and agreed that each of the following are not materially adverse to the interests of the Lenders: (x) ordinary course changes in the economic terms for Material Contracts with customers and (y) any increase in the principal amount of Indebtedness under the Indenture Documents to an amount not in excess of the cap set forth in clause (f) of the definition of Permitted Indebtedness), or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness a refinancing permitted by Section 6.1SECTION 6.1(d), (ia) optionally prepay, redeem, defease, purchase, or otherwise acquire (collectively, a "PREPAYMENT") any Indebtedness of Borrower Parent or its Subsidiariesany Subsidiary of Parent, other than (Ai) the Obligations in accordance with this Agreement, (Bii) Permitted Intercompany Advancesin accordance with the Restructuring Documents as in effect on the Closing Date without any modification or amendment thereof, and (Ciii) other Indebtedness additional Prepayments in an aggregate principal amount not to exceed $1,000,000, so long as no Event 750,000 (or $1,000,000 if the sum of Default shall exist or arise as a result thereof and Borrower shall have Borrowers' Excess Availability plus Qualified Cash in an amount shall be equal to or greater than at least $25,000,000 5,000,000, both immediately prior to and immediately after giving effect to any such Prepayment) for any individual Prepayment or in any calendar year or $3,000,000 in the consummation aggregate over the term of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness, (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made this Agreement so long as (A) no Default or Event of Default has shall have occurred and is be continuing or would result therefrom; and (B) Borrower and its Subsidiaries have the sum of Borrowers' Excess Availability plus Qualified Cash of shall be equal to at least $25,000,0004,000,000, in each case both immediately before prior to and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, orPrepayment, (b) Directly make any payment on account of any Subordinated Indebtedness, other than (i) to the extent permitted under clause (a)(iv) above with respect to the Indenture Notes, (ii) so long as no Default or Event of Default shall have occurred and be continuing immediately prior to or after giving effect to any such payment, (A) interest (but not including any default interest) due and payable on the Indenture Notes (as in effect on the Closing Date without any modification or amendment thereof) and (B) payments due and payable on the Tower Litigation Note (as in effect on the Closing Date without any modification or amendment thereof), and (iii) payments permitted to Xxxxxx Xxxxx in respect of the Xxxxxx Xxxxx Shareholder Note solely to the extent permitted under the Xxxxxx Xxxxx Subordination Agreement, (c) directly or indirectly, amend, modifymodify , alter, increase, or change any of the terms or provisions of (i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if the terms and conditions thereof could reasonably be expected SECTION 6.1(B) or (C) (other than amendments, modifications or changes to be materially adverse to Agent, any Lender, BorrowerIndebtedness evidenced by, or any instrument or agreement constituting, an Indenture Document, which shall be governed by clause (d) below), or (d) agree to (i) any amendment or other change to or waiver of Borrower’s Subsidiaries, any of its rights under any Indenture Document that is adverse to the Agent and the Lenders or (ii) any material amendment or other material change to or material waiver of any of its rights under any Management Agreement, Restructuring Document or other Material Contract except to (including the extent GE Master Lease Agreement) that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially is adverse to the interests of Agent and the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower Parent or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness issued pursuant to the Senior Floating Rate Notes Indenture in connection with the conversion of such Indebtedness to Stock of Parent (other Indebtedness in an aggregate principal amount not to exceed $1,000,000, than Prohibited Preferred Stock) so long as (x) such conversion is on terms and conditions reasonably satisfactory to Agent, (y) no Default or Event of Default shall exist have occurred and be continuing either before or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect thereto, and (z) such conversion would not result in materially adverse tax consequences to the consummation Parent or any of the proposed prepaymentits Subsidiaries, redemption, defeasance, purchase and (D) optional prepayments or other acquisition redemptions by a non-Loan Party to a Loan Party of Indebtednessintercompany loans made by a Loan Party to a non-Loan Party, (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that other than Indebtedness issued pursuant to the Senior Subordinated Notes Indenture in connection with a Permitted Acquisition, payments on account the conversion of such Indebtedness consisting to Stock of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made Parent (other than Prohibited Preferred Stock) so long as (A) no Default or Event of Default has shall have occurred and is be continuing either before or would result therefrom; after giving effect thereto, and (B) Borrower and its Subsidiaries Borrowers have Excess Availability plus Qualified Cash of at least not less than $25,000,000, 15,000,000 both immediately before and immediately after giving effect thereto, or (iii) make any payment on account of Indebtedness owing to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such paymentInactive Subsidiary, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if other than (A) the terms Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) Indebtedness permitted under clauses (c), (f), (h) and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any (i) of Borrower’s Subsidiariesthe definition of Permitted Indebtedness and (D) Indebtedness permitted under clause (l) of the definition of Permitted Indebtedness in connection with Permitted Indenture Amendments, (ii) any Material Contract except (A) to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the LendersLenders or (B) amendments, ormodifications or changes to the license agreements set forth on Schedule P-1 in connection with Permitted Dispositions under clause (j) of the definition of Permitted Dispositions, (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that , or (iv) the adoption and implementation Recapitalization Support Agreement or the FRN Support Agreement if the effect thereof, either individually or in the aggregate, could reasonably (in the reasonable business judgment of a stockholders rights plan shall not Agent) be deemed expected to be materially adverse to the interests of the Lenders. Nothing Lenders in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)material respect.

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to, (a) Except except in connection with Refinancing Indebtedness Indebtednes s permitted by Section 6.1, 6.1 , (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany AdvancesHedge Obligations, and (C) Permitted In tercompany Advances or (D) Indebtedness under the 2026 Notes Indenture and other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as, in each case, each of the Payment Conditions shall be satisfied, or (ii) make any mandatory payments of principal in respect of the 2026 Notes Indebtednes s if, as no of the date of any such payment, or after giving effect thereto, an Event of Default shall exist , or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness, (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of : (i) any agreement, instrument, document, indenture, or other writing writi ng evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness in respect of the 2026 Notes Documents to the extent expressly permitted pursuant to the Intercreditor Agreement, and (E) Indebtedness permitted under Section 6.1 if clauses (c) , (e) and (f) of the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrowerdefinition of Permitted Indebtedness, or any of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either ei ther individually or in the aggregate, could would reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries to, (a) Except do any of the following: (i) except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally , prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Prepetition Obligations or Reinstated Prepetition Obligations, (B) the Obligations in accordance with this Agreement, (BC) Permitted Intercompany Advances, and (CD) other Indebtedness in an aggregate principal amount the DIP Term Loan Debt, provided that Borrower will not to exceed $1,000,000prepay, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepaymentredeem, redemption, defeasancedefease, purchase or other acquisition otherwise acquire any DIP Term Loan Debt until the payment in full of Indebtedness,the Prepetition Obligations, the Reinstated Prepetition Obligations and the Obligations, and termination of all of the Commitments, or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) Indebtedness permitted under Section 6.1 if clauses (c), (h), (j) and (k) of the terms definition of Permitted Indebtedness, (D) the 2016 Bond Documents only to the extent permitted by clause (iv) below, and conditions thereof could reasonably be expected (E) the Term Loan Documents only to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiariesthe extent permitted by clause (iii) below, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders, (iii) any DIP Term Loan Document or Term Loan Document if any such amendment, modification or change shall, without the prior written consent of Agent (which it shall be authorized to provide based upon an affirmative vote of the Required Lenders) (except with respect to any Conforming Amendment (as defined in the Pari Passu Intercreditor Agreement); provided that any Conforming Amendment shall maintain an equivalent proportionate difference between dollar amounts or ratio, as the adoption case may be, in the relevant provision in the DIP Term Loan Documents or Term Loan Documents and implementation those in the corresponding covenant in the Loan Documents, to the extent that such difference exists between the DIP Term Loan Documents and Term Loan Agreement on the one hand and this Agreement on the other, on the date hereof): (A) contravene the provisions of the Pari Passu Intercreditor Agreement; (B) change any financial covenant in a stockholders rights plan manner adverse to Loan Parties thereunder (it being understood that any waiver of any default or Event of Default under the Term Loan Documents or DIP Term Loan Document arising from the failure to comply with any financial covenant, in and of itself, shall not be deemed to be materially adverse to Loan Parties); (C) change any default or Event of Default thereunder in a manner adverse to Loan Parties thereunder (it being understood that any waiver of any such default or Event of Default, in and of itself, shall not be deemed to be adverse to Loan Parties); or (D) increase the non-monetary obligations of the Loan Parties thereunder or confer any additional rights on the holders of the Term Loan Debt or DIP Term Loan Debt that would be adverse to the interests of Lenders; (iv) any 2016 Bond Document if any such amendment, modification or change shall be prohibited by, or not permitted under the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)terms of, the Second Lien Intercreditor Agreement.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness a refinancing permitted by Section 6.17.1(d), (ia) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Borrower Party or its Subsidiariesany Subsidiary of any Borrower Party, other than except that (Ai) Borrower Parties may prepay the Obligations in accordance with this Agreement, (ii) any Non-Borrower Party Foreign Subsidiary may prepay, redeem, defease, purchase or otherwise acquire any of its Indebtedness, (iii) So long as no Default or Event of Default exists or would be caused thereby, Borrower Parties and their Subsidiaries may make the mandatory or required prepayments described on Schedule 7.7(a), (iv) any Indebtedness of any Borrower Party or any Subsidiary of a Borrower Party may be exchanged for Stock of Holdco, (v) Borrower Parties may prepay, redeem, defease, purchase or otherwise acquire any other Indebtedness with a purchase, redemption, defeasance or acquisition price or prepayment amount (inclusive of amounts distributed for such purpose under Section 7.9(x)) not to exceed the sum of (A) $50,000,000 plus the amount necessary to repay the Perryville I Lease Facility (estimated to be $47,015,706.81) from cash flow from operations; provided that all amounts under this clause (A) shall not exceed $97,015,706.81 and no amount over $50,000,000 may be used under this clause (v) for any purpose other than prepaying the Indebtedness under the Perryville I Lease Facility, and (B) Permitted Intercompany Advancesthe amount of net proceeds from equity issuances, including from the exercise of warrants and options, (Cless the amount of any such net proceeds required to be invested in the business of Borrower Parties pursuant to clause (IV) other below) immediately upon the receipt thereof used to prepay, redeem, defease, purchase or otherwise acquire such Indebtedness or deposited into a separate segregated deposit account or securities account (which account shall be subject to a Control Agreement in an aggregate principal amount not to exceed $1,000,000favor of Collateral Agent), so long as as (I) no Default or Event of Default shall exist exists or arise as a result thereof and Borrower shall have Availability would be caused thereby, (II) the amount available to be borrowed under Section 2.1(a) plus Qualified Cash in an amount equal to equals or greater than exceeds $25,000,000 immediately 100,000,000 after giving pro forma effect to such proposed transaction, (III) cash flow from operations in excess of $50,000,000 (as described in clause (A) above) shall be used solely to prepay in full the Indebtedness under the Perryville I Lease Facility and, in connection with such prepayment, the real property and improvements that are the subject of the Perryville I Lease Facility shall be transferred to Xxxxxx Xxxxxxx Realty Services, Inc. and Collateral Agent shall be granted a Mortgage on such fee interest, (IV) Consolidated Adjusted EBITDA for the immediately preceding four (4) fiscal quarter period (after giving pro forma effect to the consummation of proposed payment) shall equal or exceed the proposed Projections for that period that been approved by Agents (it being understood that the Projections delivered on the Closing Date are acceptable to Agents); provided, however, that, with respect to any prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness,any such Indebtedness from the net proceeds from an equity issuance (as described in clause (B) above), Consolidated Adjusted EBITDA for the immediately preceding four (4) fiscal quarter period (after giving pro forma effect to the proposed payment) may be up to 20% less than the Projections for that period so long as the net proceeds of such equity issuance available to prepay, redeem, defease, purchase or otherwise acquire Indebtedness are reduced by the difference between such Consolidated Adjusted EBITDA and such Projections and such difference is otherwise invested in the business of Borrower Parties; and (iiV) make the amount paid in respect of such prepayment, redemption, defeasance, purchase or other acquisition of any payment on account such Indebtedness does not exceed the lesser of (A) the principal amount of such Indebtedness that has been contractually subordinated plus any premium required to be paid thereon or (B) the market value of such Indebtedness (or, in right the case of payment if the Trust Preferred, not more than the market value of such payment is not permitted at such time under Indebtedness), and (vi) Borrower Parties may prepay, redeem, defease, purchase or otherwise acquire any other Indebtedness from cash flow from operations in an amount in excess of the subordination terms and conditionsamounts set forth in clause (v) above, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (Av)(I), (BIV) and (CV) of this above are satisfied and (B) after giving pro forma effect to such proposed transaction, the amount available to be borrowed under Section 6.7(a)(ii2.1(a) is satisfied at plus Qualified Cash equals or exceeds $150,000,000 from the time of the making date of such payment, ortransaction through the Maturity Date, (b) Directly pay when due (i) any asbestos litigation settlement or judgment claims, (ii) the principal and accrued and unpaid interest on those certain 6.5% Convertible Subordinated Notes during 2007 issued by Holdco and more fully described on Schedule 5.20, (iii) those certain 6 ¾% Notes due 2005 issued by Parent and more fully described on Schedule 5.20, or (iv) those certain Accreted Amount Exit Payments due 2009 owed by Parent (and known as the “Xxxxxxx Bonds”) and more fully described on Schedule 5.20, in each case, unless no Default or Event of Default exists or would be caused thereby, (c) directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of (i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if the terms Sections 7.1(c) and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries(l), (iid) directly or indirectly, amend, modify, alter, increase, or change any Material Contract except to of the extent that terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness of a Borrower Party in a principal or stated amount exceeding $5,000,000 permitted under Section 7.1(b) if such amendment, modification, alteration, increase, increase or change could notcould, individually or in Agents’ reasonable judgment, materially impair the aggregate, reasonably be expected to be materially adverse to the interests prospects of repayment of the LendersObligations by Borrowers or materially impair Borrower Parties’ creditworthiness, taken as a whole, or (iiie) directly or indirectly, amend, modify, alter, increase, change any of the Governing Documents terms or conditions of any Loan Party or waive any of its Subsidiaries if rights (i) under any Material Contract in any manner that could result in a Material Adverse Change or (ii) under any Material Project Document in any manner that could materially impair the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests value of the Lenders; provided that the adoption and implementation interest or rights, directly or indirectly, of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit any Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)Party thereunder.

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.16.1 or pursuant to the Plan of Reorganization, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire the principal amount of any Indebtedness of Borrower any Loan Party or its SubsidiariesSubsidiaries (and, for the avoidance of doubt, any mandatory prepayment or redemption of Indebtedness arising by virtue of any requirements under the terms thereof in respect of mandatory prepayments or offers to repay or redeem in connection with any asset sale, recovery event, change of control, or similar event shall not be prohibited hereunder), other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany AdvancesAdvances (other than of the type described in clause (c) of such definition), and (C) other any Indebtedness in an aggregate principal amount not to exceed $1,000,000, 5,000,000 in the aggregate during the term of this Agreement so long as, as of the date of any such payment and after giving effect thereto, no Default or Event of Default shall exist or arise have occurred and be continuing, and (D) any other Indebtedness (including Permitted Intercompany Advances of the type described in clause (c) of such definition ) so long as a result thereof and Borrower (1) the Payment Conditions are satisfied, (2) Agent shall have Availability plus Qualified Cash in an amount equal to received no less than three (3) Business Days prior written notice of such transaction or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepaymentpayment (or such shorter period as Agent may agree) and (3) Agent shall have received a Payment Conditions Certificate, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the applicable subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any conditions for such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such paymentIndebtedness, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any of the Term Loan Documents or Incremental Term Loan Documents other than in accordance with the terms of the Plan of Reorganization or the Intercreditor Agreement; (ii) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness permitted under Section 6.1 if the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except that is contractually subordinated to the extent that Obligations (other than the Permitted Intercompany Advances) unless such amendment, modification, alteration, increase, modification or change could not, individually or in the aggregate, not reasonably be expected to be materially adverse to the interests of the Lenders, or, (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that , or (iv) any Material Contract except in accordance with the adoption and implementation Plan of a stockholders rights plan shall not be deemed to be materially adverse Reorganization or to the interests of extent that such amendment, modification, or change could not, individually or in the Lenders. Nothing aggregate, reasonably be expected to result in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)Material Adverse Effect.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.17.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000owing under the Term Loan Agreement, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect (D) Indebtedness owing under the Convertible Notes, subject at all times to the consummation subordination provisions set forth in the Convertible Notes, (E) the conversion of the proposed any Indebtedness to Stock (other than Prohibited Preferred Stock) of Parent or any prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness with the proceeds of issuance of Stock of Parent, (F) any AHYDO “catch-up” payments (including payment of any interest and principal amounts intended to prevent the applicable Indebtedness from being treated as an “Applicable High Yield Discount Obligation” within the meaning of Section 163(i)(1) of the IRC) and payments of regularly scheduled principal and interest (including default interest) and indemnity and expense reimbursement payments, in each case pursuant to the terms governing any Indebtedness,, and (G) any other prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness so long as immediately before and immediately after giving effect to any such prepayment (i) no Event of Default exists, and (ii) the Payment Conditions are satisfied. (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of, (i) any agreement, instrument, document, indenture, indenture or other writing evidencing Permitted Indebtedness for borrowed money in an aggregate outstanding principal amount in excess of $250,000, in each case in a manner that is materially adverse to Lender’s interests under the Loan Documents, other than (A) the Obligations in accordance with this Agreement or concerning a Bank Product Agreement, (B) Permitted Intercompany Advances, (C) any Term Loan Document if such amendment, modification or change is permitted under the Intercreditor Agreement and (D) Indebtedness permitted under Section 6.1 if clauses (c), (e) and (f) of the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any definition of Borrower’s Subsidiaries,Permitted Indebtedness; (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, result in a Material Adverse Change; or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)Lender.

Prepayments and Amendments. (a) Except (i) in connection with Refinancing Indebtedness a refinancing permitted by Section 6.1, 7.1(d), (iii) optionally the prepayment of the Junior Notes as set forth in Section 7.17, and (iii) if Borrower has Excess Availability of $10,000,000 after giving effect thereto and no Event of Default has occurred and is continuing, prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and ; provided that Borrower shall have Availability plus Qualified Cash in an amount equal not prepay the Dallas Mortgage Loan prior to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepaymentSeptember 1, redemption2003, defeasance, purchase or other acquisition of Indebtedness,and (iib) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that Except in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made refinancing permitted by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii7.1(d), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of (i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if Sections 7.1(b) or (c) ("Indebtedness Amendment") unless (i) the terms and conditions thereof could reasonably be expected to be of such Indebtedness Amendment do not, materially adverse to Agentimpair the prospects of repayment of the Obligations by Borrower or materially impair Borrower's creditworthiness, any Lender, Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except to such Indebtedness Amendment does not result in an increase in the extent that such amendment, modification, alteration, increaseprincipal amount of, or change could notinterest rate with respect to, individually or in the aggregateIndebtedness so amended, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) such Indebtedness Amendment does not result in a shortening of the Governing Documents average weighted maturity of any Loan Party the Indebtedness so amended, nor is such Indebtedness Amendment on terms or any of its Subsidiaries conditions that, taken as a whole, are materially more burdensome or restrictive to Borrower, and (iv) if the effect thereof, either individually or Indebtedness that is amended was subordinated in the aggregate, could reasonably be expected to be materially adverse right of payment to the interests Obligations, then the terms and conditions of the Lenders; provided amended Indebtedness must include subordination terms and conditions that the adoption and implementation of a stockholders rights plan shall not be deemed are at least as favorable to be materially adverse Lender as those that were applicable to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries Indebtedness prior to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)amendment.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (ia) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower Parent, Borrower, or its Borrower's Subsidiaries, other than (A) the Obligations in accordance with this Agreement; provided, (B) Permitted Intercompany Advanceshowever, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, that so long as no Default or Event of Default shall exist has occurred and is continuing or arise as a would result thereof and Borrower shall have Availability plus Qualified therefrom, (i) Parent may prepay the Indebtedness described in Section 6.1(i) with the Net Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation Proceeds of the proposed prepaymentPermitted Parent Indebtedness that is incurred on or before December 31, redemption2005, defeasanceor a Parent Rights Offering, purchase and (ii) Parent may prepay the Second Lien Indebtedness with the Net Cash Proceeds of the Permitted Parent Indebtedness that is incurred on or other acquisition of Indebtednessbefore December 31, 2005, (iib) make any mandatory payment (if any) on account of (i) the Second Lien Indebtedness to the extent prohibited under the Intercreditor Agreement, (ii) the Indebtedness evidenced by the Subordinated Notes to the extent prohibited under the terms of the Subordinated Notes, or (iii) any other Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the applicable subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (bc) Directly directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of conditions (i) the Second Lien Loan Documents (to the extent that such amendment, modification, alteration, increase or change is prohibited under the Intercreditor Agreement), or (ii) any other agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 6.1(b), (c), (g), or (h); provided, however, that Parent, Borrower, or any of Borrower's Subsidiaries may directly or indirectly amend, modify, alter, increase, or change any of the terms of conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if the terms and conditions thereof could reasonably be expected to be materially adverse to AgentSections 6.1(b), any Lender, Borrower(c), or any (h) so long as (A) such amendment, modification, alteration, increase or change does not result in an increase in the principal amount of Borrower’s Subsidiaries, such Indebtedness, (iiB) any Material Contract except after giving effect to such proposed amendment, modification, alteration, increase or change, the extent interest rate with respect to such Indebtedness is consistent with market terms then existing, (C) such amendment, modification, alteration, increase or change does not result in a shortening of the average weighted maturity of such Indebtedness (provided, however, that such amendment, modification, alteration, increaseincrease or change may result in a shortening of the average weighted maturity of the Indebtedness so refinanced, renewed, or extended so long as the maturity for all of the principal that is due in respect of such Indebtedness is a date that is at least 1 year after the Maturity Date), (D) if the Indebtedness that is the subject of such amendment, modification, alteration, increase or change could not, individually or was subordinated in the aggregate, reasonably be expected to be materially adverse right of payment to the interests Obligations, then after giving effect to such amendment, modification, alteration, increase or change, the subordination terms and conditions of such Indebtedness must be at least as favorable to the Lender Group as those that were applicable to the Indebtedness prior to such amendment, modification, alteration, increase or change, and (E) the Indebtedness that is the subject of such amendment, modification, alteration, increase or change is not recourse to any Person that is liable on account of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse Obligations other than those Persons which were obligated with respect to the interests Indebtedness that is subject of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower such amendment, modification, alteration, increase or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)change.

Prepayments and Amendments. The Loan Parties will not, and will not permit any of their Subsidiaries to, (a) Except in connection at any time make any voluntary prepayment or any mandatory prepayment with Refinancing Indebtedness permitted by Section 6.1, respect to excess cash flow (or similar) mandatory prepayment (i) optionally prepay, redeem, defease, purchase, or otherwise acquire with ABL Priority Collateral in respect of any Indebtedness principal of Borrower or its Subsidiaries, any Term Loan Obligation (other than with proceeds of Refinancing Indebtedness with respect thereto), unless the Payment Conditions are satisfied with respect thereto (Aprovided that, for the avoidance of doubt, the Loan Parties may prepay the Term Loan Obligations with proceeds of Term Loan Priority Collateral or, subject to the Intercreditor Agreement, otherwise in accordance with Section 2.5(b) of the Term Loan Agreement as in effect on the Closing Date) or (ii) Indebtedness with an outstanding principal amount in excess of $5,000,000 (other than with proceeds of Refinancing Indebtedness with respect thereto), unless, in each case, the Payment Conditions are satisfied with respect thereto; provided that the forgoing clause (ii) shall not prohibit any conversion of the 2017 Senior Convertible Notes into Corre Obligations in accordance with this AgreementSection 8.1(q) or into Equity Interests of the Borrower Agent; provided, (B) Permitted Intercompany Advancesfurther, and (C) other Indebtedness that the Loan Parties shall be permitted to pay cash interest in respect of the 2017 Senior Convertible Notes in an aggregate principal amount not to exceed $1,000,0002,250,000 per year (in aggregate), so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect solely to the consummation extent that such cash interest is not directly or indirectly payable to Corre Partners Management, LLC or any Affiliate of Corre Partners Management, LLC and affiliates of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness, (ii) make any payment on account of Indebtedness foregoing that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result are holders of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, 2017 Senior Convertible Notes; or (b) Directly directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Material Indebtedness permitted under Section 6.1 if (other than the terms and conditions thereof Term Loan Obligations) in a manner that could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the LendersLenders and, orin respect of the Term Loan Documents in a manner that (A) shortens the stated final maturity date of the Term Loan Obligations as in effect on the date hereof or (B) restricts any Loan Party from making payments of the Obligations that would otherwise be permitted under the Term Loan Documents as in effect on the Closing Date, and (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries Subsidiaries, in each case, if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness a refinancing permitted by Section 6.1, (i) optionally 7.1(d), prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiariesany Borrower, other than (Ai) the Obligations in accordance with this AgreementAgreement and (ii) the Ableco Loans, provided that (Bx) Permitted Intercompany AdvancesBorrowers shall not make any optional prepayments in respect of the Ableco Loans without the prior written consent of Agent, and (Cy) other Indebtedness in an aggregate principal amount not if Borrowers shall be required to exceed $1,000,000, so long as no Event of Default shall exist or arise as make a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to mandatory prepayment under the consummation terms of the proposed prepaymentAbleco Loan Agreement, redemptionBorrowers shall first offer to make a permanent prepayment of the Obligations from the Net Cash Proceeds received in connection with the event giving rise to such mandatory prepayment until paid in full (provided that, defeasancein the case of amounts applied to prepay Advances, purchase the Revolver Commitment shall be permanently reduced dollar-for-dollar by such amounts), and if the Required Lenders waive all or other acquisition any portion of Indebtedness,such prepayment of the Obligations, any remaining Net Cash Proceeds shall be used to prepay the Ableco Loans, and (iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that Except in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made refinancing permitted by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii7.1(d), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of (i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if the terms and conditions thereof could reasonably be expected to be materially adverse to AgentSections 7.1(b), any Lender(c), Borrower(e), (g) or (i), or any of Borrower’s Subsidiaries, (ii) amend or modify the Ableco Loan Agreement or any Material Contract except other document governing the Ableco Loans to the extent that such amendment, modification, alteration, increase, amendment or change could not, individually or in modification is prohibited under the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, orAbleco Intercreditor Agreement. (iiic) Amend, modify or otherwise change (i) the Governing Documents of any Loan Party Borrower or Subsidiary Guarantor, including, without limitation, by the filing or modification of any certificate of designation, or (ii) any agreement or arrangement entered into by it with respect to any of its Subsidiaries if Stock (including any shareholders’ agreement), or enter into any new agreement with respect to the effect thereofStock of any Borrower or Subsidiary Guarantor, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to clause (ii) of this paragraph (c) that either individually or in the aggregate, could not reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of have a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)Material Adverse Effect.

Prepayments and Amendments. The Loan Parties will not, and will not permit any of their Subsidiaries to, (a) Except in connection at any time make any voluntary prepayment or any mandatory prepayment with Refinancing Indebtedness permitted by Section 6.1, respect to excess cash flow (or similar) mandatory prepayment (i) optionally prepay, redeem, defease, purchase, or otherwise acquire with ABL Priority Collateral in respect of any Indebtedness principal of Borrower or its Subsidiaries, any Term Loan Obligation (other than (Awith proceeds of Refinancing Indebtedness with respect thereto) unless the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist Payment Conditions are satisfied or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness, (ii) make any payment on account Indebtedness with an outstanding principal amount in excess of $20,000,000 (other than with proceeds of Refinancing Indebtedness that has been contractually subordinated with respect thereto) other than the 2017 Senior Convertible Notes unless in right of payment if such payment is not permitted at such time under each case the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, orPayment Conditions are satisfied. (b) Directly [reserved] (c) directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if with an outstanding principal amount in excess of $20,000,000 (other than the terms and conditions thereof Term Loan Obligations) in a manner that could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the LendersLenders and, orin respect of the Term Loan Documents in a manner that (A) shortens the stated final maturity date of the Term Loan Obligations as in effect on the date hereof or (B) restricts any Loan Party from making payments of the Obligations that would otherwise be permitted under the Term Loan Documents as in effect on the date hereof, and (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries Subsidiaries, in each case, if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepayPrepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiariesany Note Party, other than (Ai) the DIP Obligations; (ii) as required by the Confirmation Order; (iii) Obligations (as defined in the New Credit Agreement) and the other Loan Documents (as defined in the New Credit Agreement) in accordance with the terms thereof; (iv) Obligations in accordance with this Agreement, ; (Bv) Permitted Intercompany Advances, and in connection with a refinancing permitted by Section 5.01(i); (Cvi) other prepayments of the Indebtedness in an aggregate principal amount not to exceed $1,000,000, under the New AMERCO Notes so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness, (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; , (1) from the Net Proceeds from the monetization or sale of the Excluded Assets or (2) in all other circumstances, so long as (A) the aggregate amount of such prepayments in any fiscal year, together with the aggregate amount of dividends paid in arrears in such fiscal year by the Borrowers pursuant to clause (c) of Section 5.11, shall not, in the aggregate, exceed the ECF Carry Forward Amount, if any, then in existence, and (B) Borrower and its Subsidiaries have on the date of such prepayment Borrowers are in compliance with the Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such paymentTest; and (Cvii) the payment is required to be made by scheduled payments of principal and interest due under the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any Synthetic Leases as such payment is not permitted to be paid as a result principal payments are set forth on Schedule 7.8 of the failure to satisfy the condition set forth New Credit Agreement (including any refinancings, in clauses (A) whole or in part, thereof); or (Bviii) of this Section 6.7(a)(ii), then (1) such amount together other Indebtedness with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each the consent of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, Required Lenders; or (b) Directly Except in connection with a refinancing permitted by Section 5.01(i), directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of (i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if 5.01. (c) Amend, modify or otherwise change its Governing Documents, including, without limitation, by the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, filing or modification of any Lender, Borrowercertificate of designation, or any agreement or arrangement entered into by it with respect to any of Borrower’s Subsidiaries, its capital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of its capital Stock, except as appropriate to accomplish a transaction permitted pursuant to Section 5.03(a) or Section 5.03(b), or (ii) amend, modify or otherwise change any Material Contract (other than a Material Contract, the amendment of which is governed by clause (b) above) except to the extent that any such amendmentamendments, modification, alteration, increase, modifications or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party changes or any of its Subsidiaries if the effect thereofsuch new agreements or arrangements pursuant to this paragraph (c) that, either individually or in the aggregate, could not reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of have a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iiiMaterial Adverse Change, or (iii) shall permit Borrower amend, modify or otherwise change any Affiliate Contract or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by contract with SAC Holding, SSI, PMSR or PM Preferred except in compliance with Section 6.9(c)5.14 hereof.

Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries to, (a) Except do any of the following: (i) except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) , optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness (other than the Term Loan Debt or 0000 Xxxx Xxxx, each of which shall be subject to the restrictions in clause (ii) below) of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement and (B) Permitted Intercompany Advances, (ii) optionally prepay, redeem, defease, purchase, or otherwise acquire, any Term Loan Debt, 2016 Bond Debt or Bond Debt or make any mandatory prepayment redemption, defeasance purchase or acquisition of any Term Loan Debt or 0000 Xxxx Xxxx; provided, that Borrower may make optional and mandatory prepayments of the Term Loan Debt in accordance with the terms of the Term Loan Agreement, as in effect on the Seventh Amendment Effective Date (without giving effect to any amendment or waiver of the terms thereof), or (iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, or (b) directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000permitted under clauses (c), so long as no Event (h), (j) and (k) of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect the definition of Permitted Indebtedness, (D) the 2016 Bond Documents only to the consummation of extent permitted by clause (iv) below, and (E) the proposed prepayment, redemption, defeasance, purchase or other acquisition of IndebtednessTerm Loan Documents only to the extent permitted by clause (iii) below, (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders, (iii) any Term Loan Document if any such amendment, modification or change shall, without the prior written consent of Agent (which it shall be authorized to provide based upon an affirmative vote of the Required Lenders) (except with respect to any Conforming Amendment (as defined in the Pari Passu Intercreditor Agreement); provided that any Conforming Amendment shall maintain an equivalent proportionate difference between dollar amounts or ratio, as the adoption case may be, in the relevant provision in the Term Loan Documents and implementation those in the corresponding covenant in the Loan Documents, to the extent that such difference exists between the Term Loan Agreement and this Agreement on the date hereof): (A) contravene the provisions of the Pari Passu Intercreditor Agreement; (B) change any financial covenant in a stockholders rights plan manner adverse to Loan Parties thereunder (it being understood that any waiver of any default or Event of Default under the Term Loan Documents arising from the failure to comply with any financial covenant, in and of itself, shall not be deemed to be materially adverse to Loan Parties); (C) change any default or Event of Default thereunder in a manner adverse to Loan Parties thereunder (it being understood that any waiver of any such default or Event of Default, in and of itself, shall not be deemed to be adverse to Loan Parties); or (D) increase the non-monetary obligations of the Loan Parties thereunder or confer any additional rights on the holders of the Term Loan Debt that would be adverse to the interests Lenders; (iv) any 2016 Bond Document if any such amendment, modification or change shall be prohibited by, or not permitted under the terms of, the Second Lien Intercreditor Agreement. (d) Section 6.10(e) of the Lenders. Nothing Credit Agreement is hereby amended and restated in this Section 6.7(b)(iiiits entirety as follows: (e) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)[Intentionally Omitted].

Prepayments and Amendments. (a) Except in connection with Earn-outs, Permitted Senior Unsecured Debt Refinancings and Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower Parent or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, Agreement and (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection . (b) Except with a Permitted Acquisition, payments on account of Indebtedness consisting of respect to Earn-outs that have been contractually subordinated in right and the Obligations, directly or indirectly, amend, modify, or change any of payment to the Obligations may be made so long as terms or provisions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness (Aother than (x) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; Permitted Intercompany Advances and (Cy) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not Indebtedness permitted to be paid as a result under clauses (c), (e), (f), (h), (i), (j), (k), (l), (m), (r) and (s) of the failure to satisfy the condition set forth in clauses (Adefinition of Permitted Indebtedness) or (B) of this Section 6.7(a)(ii), then if (1) such amount together with amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Permitted Indebtedness, (2) would increase the interest at a market rate applicable to such Permitted Indebtedness, (3) would change the subordination provision, if any, of such Permitted Indebtedness, or (4) would otherwise be adverse to the Lenders or the issuer of such Permitted Indebtedness consisting of Earn-outs in any material respect; provided that, notwithstanding the foregoing, the Senior Unsecured Debt Documents shall continue not amended, modified or supplemented to accrue, and (2A) any such amount, together with accrued interest, may be paid so long as each increase the maximum principal amount of the conditions set forth in clauses (A)Senior Unsecured Debt, (B) and increase the rate of interest on any of the Senior Unsecured Debt, (C) change the dates upon which payments of this Section 6.7(a)(iiprincipal or interest on the Senior Unsecured Debt are due, (D) is satisfied at change or add any event of default or any covenant with respect to the time Senior Unsecured Debt, (E) change any redemption or prepayment provisions of the making Senior Unsecured Debt, (F) alter the subordination provisions with respect to the Senior Unsecured Debt, including, without limitation, subordinating the Senior Unsecured Debt to any other indebtedness, (G) take any liens or security interests in any assets of any Loan Party, or (H) change or amend any other term of the Senior Unsecured Debt Documents if such paymentchange or amendment would result in an Event of Default, orincrease the obligations of any Loan Party or confer additional material rights on any holder of the Senior Unsecured Debt in a manner adverse to any Loan Party, Agent or any Lenders. (bc) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent that such amendmentthe effect thereof, modification, alteration, increase, or change could not, either individually or in the aggregate, could not reasonably be expected to be materially adverse to the interests of the Lendersresult in a Material Adverse Change, or (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, Advances and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, the Senior Unsecured Notes so long as (x) no Default or Event of Default shall exist or arise as a result thereof and is then continuing, (y) Borrower shall have has Availability plus Qualified Cash in an amount equal to or greater than of at least $25,000,000 immediately 10,000,000 after giving effect to such payment and (z) Borrower is in pro forma compliance with the consummation financial covenants set forth in Section 7 hereof (whether or not during a Covenant Enforcement Period), calculated as of the proposed prepayment, redemption, defeasance, purchase or other acquisition last day of Indebtedness,the most recent fiscal month as to which financial statements have become available. (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making except for prepayments of such paymentIndebtedness with the proceeds received from the substantially concurrent issue of new Refinancing Indebtedness with respect thereto, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) Indebtedness permitted under Section 6.1 clauses (c), (e), (g), (h), (i), (j), and (k), of the definition of Permitted Indebtedness and (D) Permitted Indebtedness involving a maximum liability of $50,000 or less, in each case, if the terms and conditions thereof effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally or mandatorily prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany AdvancesAdvances (but only to the extent permitted by the terms of the Intercompany Subordination Agreement and Section 6.12(e)); provided, and however, Borrower may (Cx) other Indebtedness in optionally prepay, redeem, defease, or purchase the Convertible Senior Notes (an aggregate principal amount not to exceed $1,000,000, “Optional Prepayment”) so long as (1) it is permitted by law, (2) no Default or Event of Default shall exist have occurred and be continuing or arise as would result therefrom, (3) after giving effect to such Optional Prepayment, Borrower is in compliance with the financial covenants in Section 7 (regardless of whether a result thereof and Borrower shall have Trigger Period is in effect) for the 4 fiscal quarter period ended immediately prior to such Optional Prepayment, (4) the sum of (aa) Availability plus (bb) Borrower's Qualified Cash in an amount equal to or greater than is at least $25,000,000 50,000,000 immediately after giving effect to such Optional Prepayment, and (5) Borrower has provided Agent with written confirmation, supported by reasonably detailed calculations, that Borrower would meet the consummation test in the preceding clause (4) on the last day of each of the proposed prepayment12 months following such Optional Prepayment and (y) mandatorily purchase the Convertible Senior Notes in accordance with Article 7 of the Indenture as in effect on the Closing Date, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under Section 6.1 if clauses (c), (h), (j) and (k) of the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any definition of Borrower’s SubsidiariesPermitted Indebtedness, (ii) any Material Designated Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lendersresult in a Material Adverse Change, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower Parent or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Permitted Prepayments, (D) prepayments of Indebtedness with Stock of Parent (other than Prohibited Preferred Stock) and the making of cash payments in lieu of issuing fractional shares in connection therewith, (E) Permitted Conversions by Parent, (F) Permitted Redemptions by Parent, or (G) the Indebtedness in an aggregate principal amount not to exceed $1,000,000evidenced by Permitted Bond Hedge Documents, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the applicable subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) Indebtedness permitted under Section 6.1 if the definition of Permitted Indebtedness (other than Indebtedness permitted under clause (b) or (m) of the definition of Permitted Indebtedness); provided, however, that Parent or any of its Subsidiaries may directly or indirectly, amend, modify, alter, increase or change any of the terms and or conditions thereof of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under (X) clause (b) of the definition of Permitted Indebtedness so long as (1) such amendment, modification, or change (x) could not, individually or in the aggregate, reasonably be expected to be materially adverse to Agentthe interests of the Lenders, and (y) would not otherwise cause Borrower to breach any Lenderof the provisions of this Agreement, Borrower(2) such amendment, modification, alteration, increase or change does not result in a shortening of the average weighted maturity of such Indebtedness (provided, however, that such amendment, modification, alteration, increase or change may result in a shortening of the average weighted maturity of the Indebtedness so refinanced, renewed, or extended so long as the maturity for all of the principal that is due in respect of such Indebtedness is a date that is at least 1 year after the Maturity Date), and (3) if the Indebtedness that is the subject of such amendment, modification, alteration, increase or change was subordinated in right of payment to the Obligations, then after giving effect to such amendment, modification, alteration, increase or change, the subordination terms and conditions of such Indebtedness must be at least as favorable to the Lender Group as those that were applicable to the Indebtedness prior to such amendment, modification, alteration, increase or change or (Y) clause (m) of the definition of Permitted Indebtedness so long as (1) such amendment, modification, or change would satisfy the restrictions set forth in the definition of Refinancing Indebtedness if, instead of being amended, modified, or changed the subject Indebtedness was being refinanced, renewed, or extended (without regard to whether such amendment, modification or change would actually constitute a refinancing, renewal or extension of such Indebtedness) and (2) so long as any of Borrower’s Subsidiaries(x) the conditions set forth in clauses (m)(i) and (ii) of the definition of Permitted Indebtedness would be satisfied after giving effect to any such amendment as though such Indebtedness were being incurred on such date, (y) such amendments, modifications or changes with respect to the conversion features or settlement of such Indebtedness that are required to be made pursuant to the terms of any documents evidencing such Indebtedness or (z) such amendments, modifications, or changes, individually or in the aggregate, could not reasonably be expected to be adverse to the interests of the Lenders, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests ." (k) Section 6.9 of the Lenders. Nothing Credit Agreement is hereby amended and restated in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than entirety as permitted by Section 6.9(c).follows:

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally Optionally prepay, redeem, defease, purchase, redeem or otherwise acquire defease any Indebtedness of Borrower or its Subsidiariesany Loan Party, other than (Ai) the Obligations in accordance with this Agreement; (ii) prepayment of the Senior Notes solely in accordance with Section 2.12; (iii) prepayments required pursuant to any contractual obligation of a Loan Party existing on the Closing Date and not created in contemplation of the transactions contemplated hereby, including without limitation certain mandatory repayment provisions in the Senior Notes; (Biv) so long as the Borrower is in pro forma compliance with the financial covenants in Section 8, prepayments of principal and interest or the exercise of purchase options under any Permitted Intercompany AdvancesPurchase Money Indebtedness, and including without limitation in connection with the exercise of the purchase option set forth on Schedule 7.7(a); (Cv) other Indebtedness in an aggregate principal amount not with respect to exceed $1,000,000any sale leaseback transaction permitted hereunder, so long as no Event such payment is sourced solely from the proceeds of Default shall exist a refinancing that constitutes Permitted Indebtedness or arise from a capital contribution from a non-Loan Party; or (vi) so long as a result thereof and the Borrower shall have Availability plus Qualified Cash is in an amount equal to pro forma compliance with the financial covenants in Section 8, prepayments of Indebtedness from equity capital raised by Borrower or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or any other acquisition of Indebtedness,Loan Party; (iib) make Make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default conditions or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect not required pursuant to any such payment; and (C) contractual obligation of a Loan Party existing on the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, orClosing Date; (bc) Directly or indirectly, amend, modify, alter, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or Party, in each case, in any of its Subsidiaries if the effect thereof, either individually or in the aggregate, material respect that could reasonably be expected to be materially adverse to Lenders; (d) Amend or otherwise revise the interests of Employee Notes to: (i) increase the Lendersprincipal; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).or

Prepayments and Amendments. (a) Except Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any Specified Indebtedness, except (a) regularly scheduled payments of principal, interest and fees, but only to the extent not otherwise prohibited under any subordination agreement or intercreditor agreement relating to such Indebtedness, and (b) any prepayment, redemption, retirement, defeasance or acquisition of Specified Indebtedness (together with any accrued interest and premiums thereon); provided that in connection with Refinancing Indebtedness permitted by Section 6.1, the case of clause (b), (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal exists immediately prior to or greater than $25,000,000 would result directly or indirectly from the prepayment of such Indebtedness and (ii) Excess Availability immediately after giving effect thereto and Average Excess Availability for the most recently ended fiscal month after giving pro forma effect to the consummation of the proposed prepaymentthereto, redemptionin each case, defeasance, purchase or other acquisition of Indebtedness, (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under less than the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Restricted Payment Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, orThreshold. (b) Directly or indirectly, amendAmend, modify, or otherwise change any of its Governing Documents as in effect on the terms or provisions of Closing Date in any material respect, except for (i) changes required by or reasonably related to any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness transaction permitted under Section 6.1 if the terms 6.3 or 6.5 and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent changes that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be are not materially adverse to the interests of the LendersLenders in their capacity as such. (c) Amend, or supplement or otherwise modify any Subordinated Indebtedness Documents, if such modification (i) increases the principal balance of such Indebtedness, or increases any required payment of principal or interest; (ii) accelerates the date on which any installment of principal or any interest is due, or adds any additional redemption, put or prepayment provisions; (iii) shortens the Governing Documents of final maturity date or otherwise accelerates amortization; (iv) increases the interest rate; (v) increases or adds any Loan Party fees or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).charges;

Prepayments and Amendments. Borrowers will not, and will not permit any of their Subsidiaries to: (a) Except except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower Parent or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) other the portion of the Term Loan Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof under the Original Term Loan Agreement being cancelled and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect extinguished on the Closing Date pursuant to the consummation of the proposed prepaymentRestructuring Documents, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under Section 6.1 if clauses (c), (h), (j), (k), and (r) (which is addressed in clause (ii) below) of the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any definition of Borrower’s SubsidiariesPermitted Indebtedness, (ii) any Material Contract except to Term Loan Document in any manner that is not permitted by the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests terms of the LendersIntercreditor Agreement, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that , or (iv) the adoption and implementation of a stockholders rights plan shall not be deemed Indiana Port Lease Agreement, or (c) acquire or purchase the Term Loan Indebtedness pursuant to be materially adverse to the interests Section 10.06 of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower Term Loan Agreement or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)otherwise.

Prepayments and Amendments. Each of Parent and each Borrower will not, and will not permit any of the other Loan Parties to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower Parent or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist has occurred and is continuing or arise would result therefrom, Indebtedness outstanding under the Rxxxxx Loan Documents or the NGIII Seller Debt Documents using the Available Excess Cash Amount as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed applicable date of prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness,or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under Section 6.1 if clauses (c), (h), (j) and (k) of the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any definition of Borrower’s SubsidiariesPermitted Indebtedness, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that , or (iii) the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)Management Agreements.

Prepayments and Amendments. Each Borrower shall not, and shall not permit any of its Subsidiaries to: (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, : (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, Agreement and (B) Permitted Intercompany Advancesoptional prepayments, redemptions, defeasances, purchases, or other acquisitions of any of the Noteholder Debt (as such term is defined in the 2029 Notes Intercreditor Agreement) in accordance and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect pursuant to the consummation guaranties referred to in clause (m) of the proposed prepayment, redemption, defeasance, purchase definition of Permitted Indebtedness; or other acquisition of Indebtedness, (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default ; or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, or (b) Directly directly or indirectly, indirectly amend, modify, or change any of the terms or provisions of : (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness permitted under Section 6.1 if other than (A) the Obligations in accordance with this Agreement, and (B) any agreement, instrument, document, indenture, or other writing evidencing or concerning any Permitted Indebtedness (other than the Permitted Indebtedness referred to in clause (A)), but only so long as such amendments, modifications, or changes to the terms and conditions thereof could reasonably be expected to be materially adverse to Agentof such Permitted Indebtedness shall not be, any Lenderin the case of clause (B) hereof, Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, either individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Agent and the LendersLender Group (for the avoidance of doubt, or and by way of example, in the case of amendments, modifications and changes to Permitted Indebtedness permitted under clauses (iiim) and (n) of the Governing Documents definition of Permitted Indebtedness, any Loan Party amendment, modification or change to documents relating to such Indebtedness that results in a shortening of the average weighted maturity (measured as of the date of the amendment, modification or change) of such Indebtedness, any increase in the interest rate applicable to such Indebtedness, any shortening of the maturity date thereof, or any of its Subsidiaries if the effect thereof, either individually or increase in the aggregate, could reasonably be expected to be materially adverse to frequency or amount of amortization of such Indebtedness during the interests term of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c).this

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to, (a) Except except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Specified Indebtedness of Borrower any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement[reserved], (B) Permitted Intercompany AdvancesAdvances (subject to the terms of the Intercompany Subordination Agreement), and (C) other Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness, to the extent such sale or transfer is permitted pursuant to this Agreement, (D) with respect to subordinated Specified Indebtedness, payment with respect thereto permitted by the applicable subordination agreement, (E) prepayments of Specified Indebtedness in an aggregate principal amount not to exceed (i) prior to the Conversion Date, $1,000,0001,000,000 in any fiscal year and (ii) on and after the Conversion Date, together with the Restricted Payments permitted to be made under Section 6.7(e), the greater of (x) $10,000,000 and (y) 25% of Consolidated EBITDA for the test period most recently ended in any fiscal year, (F) from and after the Conversion Date, prepayments of Specified Indebtedness so long as (i) no Default or Event of Default shall exist have occurred or arise as a is continuing or would result thereof therefrom and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness, (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is prepayments do not permitted at such time under to exceed the subordination terms and conditionsAvailable Amount, provided that at the time of any such Restricted Payment in connection reliance on clause (b) of the definition of “Available Amount”, the Total Leverage Ratio as of the end of the most recently ended test period, on a pro forma basis, shall be no greater than 5.50 to 1.00, (G) prepayments, purchases or redemptions of any Indebtedness with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment respect to the Obligations may be made so long as Existing Headquarters Debt Facility or any Refinancing Indebtedness in respect thereof, (AH) other prepayments, redemptions, purchases, defeasances and other payments of Specified Indebtedness prior to their scheduled maturity; provided, that at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (Cii) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid Total Leverage Ratio as a result of the failure to satisfy end of the condition set forth in clauses (A) or (B) of this Section 6.7(a)(iimost recently ended test period, on a pro forma basis, would be no greater than 5.00:1.00), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2I) any such amount, together with accrued interest, may be paid so long as each the repayment of Paycor’s existing Indebtedness on the date of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time closing of the making of such paymentClosing Acquisition, or (b) Directly directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Specified Indebtedness permitted under Section 6.1 other than (A) [reserved], (B) Permitted Intercompany Advances (subject to the terms of the Intercompany Subordination Agreement), and (C) other Permitted Indebtedness, in the case of this clause (C), if the terms and conditions thereof could reasonably be expected to be materially adverse to Agenteffect thereof, any Lender, Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, either individually or in the aggregate, could not reasonably be expected to be materially adverse to the interests of the Lenders, or, (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could would reasonably be expected to be materially adverse to the interests of the Lenders; provided that , (iii) the adoption and implementation of a stockholders rights plan shall not documents governing the Existing Headquarters Debt Facility if the effect thereof, either individually or in the aggregate, would reasonably be deemed expected to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan , other than as permitted by Section 6.9(c)with the prior written consent of Agent, (iv) the Preferred Shares Documents to (A) increase the cash dividend payments required to be made pursuant thereto, other than with the prior written consent of Agent or (B) if the effect thereof, either individually or in the aggregate, would reasonably be expected be expected to be materially adverse to the interests of the Lenders, other than with the prior written consent of Agent.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness a refinancing permitted by Section 6.1, (i) optionally 7.1(h), prepay, redeem, retire, defease, purchase, or otherwise acquire -------------- the Senior Discount Notes or the Senior Secured Discount Notes, provided, -------- however, that FRI-MRD may prepay, redeem, retire, defease, purchase, or ------- otherwise acquire all or any Indebtedness portion of Borrower the Senior Discount Notes or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, Senior Secured Discount Notes so long as (X) no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness, (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is be continuing or would result therefrom; , (BY) Borrower and its Subsidiaries shall have Excess Availability plus Qualified Cash Availability, cash, or cash equivalents of at least not less than $25,000,000, both immediately before and immediately 10,000,000 in the aggregate after giving effect to any such payment; thereto, and (CZ) on or before the payment date that is required to be made by the acquisition agreement relative 30 days prior to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result date of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii)making thereof, then (1) such amount together with interest at a market rate applicable Borrower shall have delivered to Indebtedness consisting of Earn-outs shall continue Foothill updated operating and capital budgets for Prandium and its Subsidiaries, which budgets are reasonably acceptable to accrueFoothill, and (2) any such amountBorrower and Foothill shall have agreed on maximum capital expenditure amounts (individually and in the aggregate) for Borrower, together with accrued interestHGI, may be paid so long as each of the conditions set forth KKR, and Fri-Admin and shall have amended Section 7.21 accordingly, which maximum capital expenditure ------------ amounts Borrower and Foothill hereby agree to negotiate in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, orgood faith to establish; and (b) Directly Other than pursuant to Section 6.14, directly or ------------ indirectly, amend, modify, alter, increase, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 if the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) Senior Discount Note Agreement or the Governing Documents Senior Secured Discount Note Agreement without the prior written consent of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; provided that the adoption and implementation of a stockholders rights plan shall not be deemed to be materially adverse to the interests of the Lenders. Nothing in this Section 6.7(b)(iii) shall permit Borrower or any of its Subsidiaries to make any distributions under such a stockholders rights plan other than as permitted by Section 6.9(c)Foothill.