Common use of Prepayments and Amendments Clause in Contracts

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 any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, or (C) Permitted Intercompany Advances; provided that Loan Parties may optionally prepay or redeem Indebtedness so long as the Payment Conditions are 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 other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, or (ii) 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.

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, purchase or otherwise acquire any Indebtedness of 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, Obligations; (Bii) obligations under Hedge Obligations, Agreements; (iii) secured 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 hereunder; (Civ) Indebtedness owing to another Loan Party; (v) Permitted Intercompany AdvancesIndebtedness pursuant to clause (g) of the definition thereof; provided that Loan Parties may optionally prepay or redeem and (vi) other Permitted Indebtedness so long in cash, provided, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions are satisfiedis satisfied (and in the case of any Subordinated Indebtedness, orin any event only to the extent permitted under the terms of the subordination 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 other than except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge ObligationsAgreements, (C) Permitted Intercompany Advances, (D) Indebtedness permitted under clauses (c), (h), (je) and (kf) 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 Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness under (other than pursuant to payment thereof) or to reduce the Term Loan Documents (interest rate or any Refinancing Indebtedness fees in respect thereof in accordance with the Intercreditor Agreement) in accordance with connection therewith, or to make the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (thereof less restrictive or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term burdensome to such Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, or Party; or (ii) 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 LendersLender.

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 any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, or (C) Permitted Intercompany Advances; provided that Loan Parties may optionally prepay , (D) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or redeem otherwise disposed of pursuant to a Permitted Disposition, (E) Indebtedness (1) consisting of Permitted Purchase Money Indebtedness or Capital Leases upon any refinancing thereof to the extent such refinancing constitutes Refinancing Indebtedness, (2) described on Schedule 4.14 upon any refinancing thereof to the extent such refinancing constitutes Refinancing Indebtedness, (3) permitted under clause [(i)] of the definition of “Permitted Indebtedness” and secured by a Permitted Lien upon any refinancing thereof to the extent such refinancing constitutes Refinancing Indebtedness, (4) permitted under clause [(j)] of the definition of “Permitted Indebtedness” upon any refinancing thereof to the extent such refinancing constitutes Refinancing Indebtedness, and (5) permitted under clause [(p)] of the definition of “Permitted Indebtedness” upon any refinancing thereof to the extent such refinancing constitutes Refinancing Indebtedness, (F) any other Indebtedness so long as (1) Availability is at least 12.5% of the Payment Conditions are satisfiedMaximum Revolver Amount immediately after giving effect to the proposed purchase, redemption, defeasance or prepayment and Revolving Loans, if any, used to fund such purchase, redemption, defeasance or prepayment and (B) no Default or Event of Default has occurred and is continuing or would result after giving effect to any such purchase, redemption, defeasance or prepayment and Revolving Loans, if any, used to fund such purchase, redemption, defeasance or prepayment, (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, however, for the avoidance of doubt, Loan Parties may make payments on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations to the extent that such payment is 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) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Purchase Money Indebtedness, (E) Indebtedness incurred in the ordinary course of business under the Term Loan Documents (performance, surety, statutory, or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreementappeal bonds, and (F) Indebtedness under clause (s) incurred in the ordinary course of Permitted Indebtedness (or any Refinancing Indebtedness business in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreementof credit cards, credit card processing services, debit cards, stored value cards, commercial cards (including so-called “purchase cards”, “procurement cards” or “p-cards”), or Cash Management Services, or (ii) 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.

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 any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, or (C) Permitted Intercompany Advances; provided , (D) with respect to any Permitted Disposition, the amount of any Permitted Indebtedness secured by any Permitted Lien on the asset subject to such Permitted Disposition that is required to be, and is, repaid in connection with such Permitted Disposition, or (E) other Indebtedness of the Loan Parties may optionally prepay and their Subsidiaries (other than the Second Lien Indebtedness (and any Refinancing Indebtedness in respect thereof), any Permitted Mezzanine Debt (and any Refinancing Indebtedness in respect thereof), the 2013 Convertible Notes Indebtedness (and any Refinancing Indebtedness in respect thereof), the 2016 Convertible Notes Indebtedness, any Permitted Mezzanine Debt (and any Refinancing Indebtedness in respect thereof), or redeem any other Indebtedness that has been contractually subordinated in right of payment to the Obligations), so long as (1) no Event of Default has occurred and is continuing or would result therefrom and (2) Borrowers have Liquidity (x) at all times during the Payment Conditions are satisfied90 consecutive days immediately preceding the date of such prepayment, redemption, defeasance, purchase or other acquisition, calculated on a pro forma basis as if such prepayment, redemption, defeasance, purchase or other acquisition had been made on the first day of such period, and (B) after giving effect to such prepayment, redemption, defeasance, purchase or other acquisition, Borrowers shall have Liquidity of not less than $22,500,000, (ii) make any payment on account of the 2013 Convertible Notes Indebtedness (or any Refinancing Indebtedness in respect thereof) if such payment is not permitted at such time under the 2013 Convertible Notes Intercreditor Agreement, (iii) make any payment on account of the 2016 Convertible Notes Indebtedness (or any Refinancing Indebtedness in respect thereof) if such payment is not permitted at such time under the 2016 Convertible Notes Intercreditor Agreement, (iv) make any payment on account of the principal of any Second Lien Indebtedness (or any Refinancing Indebtedness in respect thereof) if such payment is not permitted at such time under the Second Lien Intercreditor Agreement, (v) make any payment on account of the principal of any Permitted Mezzanine Debt (or any Refinancing Indebtedness in respect thereof) if such payment is not permitted at such time under the applicable Permitted Mezzanine Debt Intercreditor Agreement, (vi) (v) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, make any Permitted Joint Venture Payment, or (vii) (vi) 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 subordination terms and conditions applicable 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) Hedge Obligationsthe Second Lien Loan Documents (or the documents evidencing or concerning any Refinancing Indebtedness in respect thereof) in a manner not permitted by the terms of the Second Lien Intercreditor Agreement, (C) the documents evidencing or concerning any Permitted Intercompany Advances, (D) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents Mezzanine Debt (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreementthereof) in accordance with a manner not permitted by the terms of the applicable Permitted Mezzanine Debt Intercreditor Agreement, and (FCD) Indebtedness under clause (s) of Permitted Indebtedness the 2013 Convertible Notes Documents (or the documents evidencing or concerning any Refinancing Indebtedness in respect thereof incurred thereof) in accordance with a manner not permitted by the applicable Additional Term Loan terms of the 2013 Convertible Notes Intercreditor Agreement, (DE) the 2016 Convertible Notes Documents (or the documents evidencing or concerning any Refinancing Indebtedness in respect thereof) in accordance with a manner not permitted by the applicable Additional Term Loan terms of the 2016 Convertible Notes Intercreditor Agreement, (EF) any other Indebtedness that has been contractually subordinated in right of payment to the Obligations to the extent permitted by the subordination agreements relative to such Indebtedness, (FG) Hedge Obligations, (GH) Permitted Intercompany Advances, and (HI) other Permitted Indebtedness so long as such Indebtedness continues to be Permitted Indebtedness after giving effect to such amendments, modifications or changes, or (ii) 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 could reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) any Material Contract if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. Each Loan Party 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, purchase or otherwise acquire any Indebtedness of any Loan Party Parent or its Subsidiaries, other than than: (A) the Obligations in accordance with this Agreement, , (B) Hedge Obligations, or (C) Permitted Intercompany Advances; provided that Loan Parties may optionally prepay , the Treximet Intercompany Note and the Zohydro Intercompany Note, (C) [Reserved], (D) with respect to the 2015 Note Purchase Debt, (1) payments of principal on the 2015 Note Purchase Debt made solely by exchanging such 2015 Note Purchase Debt for shares of Qualified Equity Interests without any payment of cash (other than in respect of fractional shares in an amount not to exceed $50,000), (2) payments of cash, Equity Interest of a Borrower or redeem Indebtedness a combination thereof in satisfaction of conversions of the Notes (as defined in the 2015 Indenture) pursuant to the terms of the 2015 Indenture or (3) mandatory redemptions of the Notes (as defined in the 2015 Indenture) pursuant to the terms of the 2015 Indenture, (E) the Zohydro Holdback Amount to Zogenix, as required pursuant to the terms of the Zogenix Purchase Agreement, so long as no Default or Event of Default exists before or giving effect to any such payment of the Payment Conditions are satisfiedZohydro Holdback Amount, (F) with respect to any Material Debt (other than the Treximet Note Purchase Debt, the 2015 Note Purchase Debt, the 2017 Term Facility Debt or the 2017 Note Purchase Debt), payments of principal made solely by exchanging such Material Debt for shares of Qualified Equity Interests without any payment of cash (other than in respect of fractional shares in an amount not to exceed $50,000), (G) with respect to the 2017 Note Purchase Debt, (1) payments of principal on the 2017 Note Purchase Debt made solely by exchanging such 2017 Note Purchase Debt for shares of Qualified Equity Interests without any payment of cash (other than in respect of fractional shares in an amount not to exceed $50,000), (2) payments of cash, Equity Interest of a Borrower or a combination thereof in satisfaction of conversions of the Notes (as defined in the 2017 Indenture) pursuant to the terms of the 2017 Indenture or (3) redemptions of the Notes (as defined in the 2017 Indenture) pursuant to the terms of the 2017 Indenture, and (H) with respect to the 2017 Term Facility Debt, (1) payment of principal (on a mandatory or voluntary basis) and interest in respect thereof and fees and expenses contemplated thereby; and (2) payments of principal made solely by exchanging indebtedness incurred thereby for shares of Qualified Equity Interests without any payment of cash (other than in respect of fractional shares in an amount not to exceed $50,000); 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, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions ofof any of the following: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A1) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C2) Permitted Intercompany Advances, (D3) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, Indebtedness and (E4) Indebtedness under the Term Loan Documents referred to in clauses (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreementiii) in accordance with the terms of the Intercreditor Agreement, and through (Fvii) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, orbelow, (ii) 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 Agent or the Lenders, (iii) the Treximet Note Purchase Documents if such amendment or modification would (1) increase the principal amount of such Indebtedness or the rate of interest payable thereon, (2) shorten the maturity date, or the average life to maturity, thereof, (3) prohibit any Loan Party from performing its obligations under the Loan Documents, or restrict or impair the rights of Agent to use any Intellectual Property or license of Intellectual Property on the terms set forth in Section 15(b) of the Guaranty and Security Agreement, (4) grant Liens on any of the Collateral in favor of the Treximet Note Purchase Creditors (or any of them) or (5) result in the material terms of such Treximet Note Purchase Debt to be less favorable in any material respect to the Loan Parties, (iv) the 2015 Note Purchase Documents if such amendment or modification would (1) increase the principal amount of such Indebtedness or the rate of interest payable thereon, (2) shorten the maturity date, or the average life to maturity, thereof, (3) prohibit any Loan Party from performing its obligations under the Loan Documents, or restricting or impairing the rights of Agent to use any Intellectual Property or license of Intellectual Property on the terms set forth in Section 15(b) of the Guaranty and Security Agreement, (4) grant Liens to secure such 2015 Note Purchase Debt, or (5) result in the material terms of such 2015 Note Purchase Debt to be less favorable in any material respect to the Loan Parties (it being understood and agreed that the 2015 Note Purchase Debt may be amended or otherwise modified to increase or decrease the Conversion Rate (as defined in the 2015 Indenture)), (v) the 2017 Note Purchase Documents if such amendment or modification would (1) increase the principal amount of such Indebtedness or the rate of interest payable thereon, (2) shorten the maturity date, or the average life to maturity, thereof, (3) prohibit any Loan Party from performing its obligations under the Loan Documents, or restricting or impairing the rights of Agent to use any Intellectual Property or license of Intellectual Property on the terms set forth in Section 15(b) of the Guaranty and Security Agreement, (4) grant Liens to secure such 2017 Note Purchase Debt, or (5) result in the material terms of such 2017 Note Purchase Debt to be less favorable in any material respect to the Loan Parties (it being understood and agreed that the 2017 Note Purchase Debt may be amended or otherwise modified to increase or decrease the Conversion Rate (as defined in the 2017 Indenture)), (vi) the 2017 Term Facility Documents if such amendment or modification would (1) shorten the maturity date, or the average life to maturity, thereof or (2) prohibit any Loan Party from performing its obligations under the Loan Documents, or restricting or impairing the rights of Agent to use any Intellectual Property or license of Intellectual Property on the terms set forth in Section 15(b) of the Guaranty and Security Agreement, (vii) the Material Debt Documents (other than the 2015 Note Purchase Documents, 2017 Note Purchase Documents, 2017 Term Facility Documents and the Treximet Note Purchase Documents) if such amendment or modification would (1) increase the principal amount of such Indebtedness or the rate of interest payable thereon, (2) shorten the maturity date, or the average life to maturity, thereof, (3) prohibit any Loan Party from performing its obligations under the Loan Documents, or restricting or impairing the rights of Agent to use any Intellectual Property or license of Intellectual Property on the terms set forth in Section 15(b) of the Guaranty and Security Agreement, (4) grant Liens to secure such Material Debt, other than Liens permitted under clause (u) of the definition of Permitted Liens or (5) result in the material terms of such Indebtedness to be less favorable in any material respect to the Loan Parties, (viii) the Patent Licenses with respect to any Eligible Inventory except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders; provided that any amendment or modification that restricts the ability of the Parent or any of its Subsidiaries to sublicense or assign any Intellectual Property in respect of any such Patent License to the Agent shall be deemed to be materially adverse to the interests of the Agent or the Lenders, or (ix) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness with a principal or committed amount in excess of $2,000,000, which amendment or modification in any case prohibits any such Loan Party from performing its obligations under this Agreement or any other Loan Document to which it is a party.

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, purchasepurchase (including, without limitation, any offer to repurchase or other payment based on excess cash flow or any similar terms, whether optional or mandatory, it being acknowledged and agreed that any such payment based on excess cash flow or any similar terms that is mandatory may be prohibited by the terms of this Agreement), or otherwise acquire any Subordinated Indebtedness, Second Secured Debt, Third Secured Term Loan Debt, Fourth Secured Term Loan Debt or other Indebtedness of any Loan Party or its Subsidiariesany Subsidiary of a Loan Party, other than (Ai) the Obligations in accordance with this Agreement, (Bii) Hedge Obligationsin the case of Indebtedness that is not Subordinated Indebtedness, Second Secured Debt, Third Secured Term Loan Debt or (C) Permitted Intercompany Advances; provided Fourth Secured Term Loan Debt, and if no Default or Event of Default has occurred and is continuing or would be caused thereby, payments of revolving credit facilities by Foreign Subsidiaries that are not Loan Parties may optionally prepay in the ordinary course of business (provided such payments are from the revenues of such Foreign Subsidiaries and not, directly or redeem indirectly, from proceeds of any U.S. Advances or U.K. Advances) and prepayments of Indebtedness between Parent and its Subsidiaries or between Subsidiaries of Parent, (iii) any optional payment or defeasance or open-market purchase of any Subordinated Indebtedness, Second Secured Debt, Third Secured Term Loan Debt, Fourth Secured Term Loan Debt or other Indebtedness solely with the proceeds of common stock of Parent or with Subordinated Indebtedness of Loan Parties, and (iv) so long as (A) the Payment Conditions are satisfiedaverage amount of Qualified Cash and Availability for the 30 day period prior to any such purchase or redemption and the amount of Qualified Cash and Availability immediately after giving effect to any such purchase or redemption is not less than $10,000,000, orand (B) immediately before and after the making of such purchase or redemption, no Default or Event of Default shall have occurred and be continuing, any purchase or redemption of the Second Secured Notes or the Subordinated Notes, provided, however, that the aggregate purchase price of all such purchases and redemptions shall not exceed $10,000,000. (b) Directly Except in connection with Refinancing Indebtedness permitted by Section 6.1, 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, (c) Except in connection with Refinancing Indebtedness permitted by Section 6.1, 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 Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness permitted under clauses Section 6.1(b), (c), (hg), (j) and ), (k) of the definition of Permitted Indebtedness), (El) Indebtedness under the Term Loan Documents or (o), except any such amendments, modifications or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereofchanges that, either individually or in the aggregate, could not be reasonably likely to have an adverse effect on the Loan Parties or the Lender Group, or (i) Amend, modify or otherwise change its Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or (ii) amend, modify or otherwise change any Material Contract, except any such amendments, modifications or changes pursuant to this paragraph (d) that, either individually or in the aggregate, could not be expected reasonably likely to be materially adverse to the interests of the Lendersresult in a Material Adverse Change.

Prepayments and Amendments. Each The Loan Party Parties will not, and will not permit any of its their Subsidiaries to, (a) Except at any time, directly or indirectly, make any prepayment in connection with Refinancing cash in respect of principal of or interest in any Subordinated Debt, any unsecured Indebtedness permitted by Section 6.1,or any other Indebtedness secured a Lien that is junior to the Lien securing the Obligations (collectively, “Junior Indebtedness”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Indebtedness more than one year prior to the scheduled maturity date thereof; provided that, for the avoidance of doubt, the ABL Obligations shall not constitute Junior Indebtedness; provided, further, that the foregoing shall not apply to: (i) optionally prepaythe 2017 Senior Convertible Notes, redeemprovided that with respect to principal thereof, defease, purchase, such payment may only be made if at the time of such payment the Net Leverage Ratio as of the most recently ended fiscal quarter of the Borrower is less than or otherwise acquire any Indebtedness equal to 7.00 to 1.00, (ii) conversion of any Loan Party or its Subsidiaries, Junior Indebtedness to Equity Interests of the Borrower (other than Disqualified Equity Interests), (iii) the payment, prepayment, repurchase, redemption, retirement, acquisition or payment on the account of any Junior Indebtedness (other than the 2017 Senior Convertible Notes) with any Refinancing Indebtedness in respect thereof, (iv) the payment, prepayment, repurchase, redemption, retirement, acquisition or payment on account of any intercompany indebtedness (A) the Obligations in accordance with this Agreementowing to a Loan Party to another Loan Party, (B) Hedge Obligations, or owing by a Subsidiary that is not a Loan Party to a Subsidiary that is not a Loan Party and (C) Permitted Intercompany Advances; provided owing by a Subsidiary that is not a Loan Parties may optionally prepay or redeem Party to a Loan Party and as to any Subordinated Debt, except as expressly permitted in the Subordination Agreement applicable thereto, (v) the payment of regularly scheduled interest (including any penalty interest, if applicable) and payment of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness so long as that are prohibited by the Payment Conditions are satisfiedsubordination provisions thereof), or (vi) prior to the Amendment No. 1 Effective Date, prepayments of up to $50,000,000 in the aggregate of Junior Indebtedness so long as (A) before and after giving effect to such prepayment, no Default exists or would result therefrom, and (B) after giving pro forma effect to such prepayment, (1) Liquidity will be at least $15,000,000, and (2) the Net Leverage Ratio as of the most recently ended fiscal quarter of the Borrower is less than 4.50 to 1.00; (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) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries or any documentation in respect of any Junior Indebtedness, 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, this Section 8.17(b) shall not prohibit the refinancing, renewal or extension of Junior Indebtedness to the extent otherwise permitted by Section 8.1; and (c) at any time, directly or indirectly, make any repayment or prepayment in cash in respect of principal in any 2017 Senior Convertible Notes, including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination thereof; provided that the Borrower shall be permitted to pay cash interest in respect of the 2017 Senior Convertible Notes, in an amount not to exceed $1,000,000 per year (in aggregate), solely to the extent that such cash interest is not directly or indirectly payable to any “Commitment Parties” (as defined in the Corre Debt Term Sheet).

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 any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, or (C) Permitted Intercompany Advances; provided Investments, (D) Permitted Purchase Money Indebtedness, or (ii) prepay, redeem, defease, purchase, or otherwise acquire any Term Loan Indebtedness (whether optionally or pursuant to a mandatory prepayment), other than, subject to and in accordance with the Intercreditor Agreement, (I) mandatory prepayments of the Term Loan Indebtedness in accordance with the terms of the Term Loan Credit Agreement (x) in an amount up to 100% of the Net Cash Proceeds received by any Borrower in connection with a disposition of any Term Priority Collateral (as defined in the Intercreditor Agreement) and (y) in an amount up to 100% of the Net Cash Proceeds received by Borrowers not from Term Priority Collateral (as defined in the Intercreditor Agreement) to the extent required to be applied as a mandatory prepayment to the Term Loans, solely to the extent, with respect to this clause (y), that (1) all such Net Cash Proceeds are first applied to reduce the outstanding principal balance of the Revolving Loans and (2) both before and after giving effect to such prepayment of the Term Loan Parties may optionally prepay or redeem Indebtedness so long as Indebtedness, the Payment Conditions are satisfiedsatisfied and (II) regularly scheduled payments of the Term Loan Indebtedness pursuant to the Term Loan Credit Agreement as in effect on the Closing Date or as amended in accordance with the terms of the Intercreditor Agreement, 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 AdvancesInvestments, (D) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness 2020 Convertible Notes, the 2023 Oasis Convertible Notes, in respect thereof each case, in accordance with the Intercreditor Agreementprovisions of Section 6.14, or (F) the Term Loan Indebtedness in accordance with the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, or (ii) 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 (it being understood that any amendment, modification or other change to the Governing Documents of any Loan Party that is necessary to affect any transaction permitted by Section 6.3 or Section 6.9 shall be deemed to be not materially adverse to Agent or any of the Lenders).

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to,, prepay, redeem, purchase, replace, refinance, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Subject Indebtedness, except: (a) Except the Borrowers may make payments on Subject Indebtedness; provided, that, immediately before and immediately after giving pro forma effect to the making of any such payment (and any Indebtedness incurred in connection with Refinancing Indebtedness permitted by Section 6.1, therewith) (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness no Event of any Loan Party or its Subsidiaries, other than Default shall have occurred and be continuing and (Aii) the Obligations in accordance with this Agreement, (B) Hedge Obligations, or (C) Permitted Intercompany Advances; provided that Loan Parties may optionally prepay or redeem Indebtedness so long as the Payment Conditions are satisfied, or; (b) Directly or indirectlythe Borrower may make payments of Subject Indebtedness in lieu of Restricted Payments that otherwise would be permitted under Section 6.7; (c) the Borrowers may deliver Qualified Equity Interests of the Borrowers to any holder of the 2028 Senior Notes in connection with a conversion of such Indebtedness into Equity Interests of the Borrower; (d) the Borrowers and their Subsidiaries may make scheduled payments of interest, amend, modify, or change expenses and indemnities in respect of Subject Indebtedness to the extent not prohibited by any subordination provisions applicable thereto; (e) the Borrowers and any of the terms or provisions of:their Subsidiaries may make any payments of any Subject Indebtedness in connection with a Permitted Refinancing; and (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (Af) the Obligations Borrowers and any of their Subsidiaries may make any payments of any Subject Indebtedness in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) the minimum amount necessary to ensure that such Subject Indebtedness permitted under clauses (c), (h), (j) and (kshall not constitute an “applicable high yield discount obligation” within the meaning of Section 163(i) of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents (IRC or any Refinancing Indebtedness in respect thereof in accordance with successor provision; provided, however, the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, or (ii) the Governing Documents of foregoing restrictions shall not prohibit any Loan Party or any of its Subsidiaries if from prepaying, redeeming, purchasing, replacing, refinancing, defeasing or otherwise satisfying prior to the effect scheduled maturity thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse any Term Loan Indebtedness to the interests extent such prepayment, redemption, replacement, refinancing defeasance or satisfaction is not consummated using proceeds of the LendersRevolving Loans.

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 any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, or (C) Permitted Intercompany Advances, or (D) the Term Loan Debt and other obligations and liabilities under the Term Loan Agreement in connection with the Permitted Term Loan Repayment; provided that Loan Parties may optionally prepay or redeem Indebtedness so long as the Payment Conditions are satisfied, or (ii) fail to make the Permitted Term Loan Repayment on or prior to the Term Loan Repayment Deadline; provided, that the aggregate amount of Revolving Loans borrowed hereunder that may be used to repay the Term Loans in connection with the Permitted Term Loan Repayment shall not exceed $110,000,000. (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 other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, or (ii) 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.

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 optionally acquire any Indebtedness constituting obligations for borrowed money of any Loan Party Parent or its Restricted Subsidiaries, other than (to the extent constituting obligations for borrowed money) (A) the Obligations in accordance with this Agreement, (B) Hedge Obligationsfrom the proceeds of, or in exchange for, Refinancing Indebtedness that constitutes Permitted Indebtedness, (C) Permitted Intercompany Advances; provided , and (D) Indebtedness incurred in respect of capital leases or Permitted Purchase Money Indebtedness, (ii) make any payment on account of Indebtedness that Loan Parties may optionally prepay or redeem Indebtedness so long as has been contractually subordinated in right of payment if such payment is not permitted at such time under the Payment Conditions are satisfiedsubordination 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 constituting obligations for borrowed money of Parent or its Restricted Subsidiaries other than (to the extent constituting obligations for borrowed money) (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (DC) Indebtedness permitted under clauses (c), (h), (i), (j) ), (m), (n), and (kp) (and with consent (not to be unreasonably withheld or delayed) of Agent, clause (1)) of the definition of Permitted IndebtednessIndebtedness (so long as such Indebtedness continues to constitute Permitted Indebtedness after giving effect to such amendments, (E) Indebtedness under the Term Loan Documents (modifications or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreementchanges), and (FD) any agreement evidencing Indebtedness under clause (s) incurred in respect of capital leases or Permitted Purchase Money Indebtedness (or any Refinancing so long as refinancing of such Indebtedness in respect thereof incurred connection therewith constitutes Refinancing Indebtedness, (ii) any Material Contract except to the extent that such amendment, modification or change could not, individually or in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with aggregate, reasonably be expected to be materially adverse to the applicable Additional Term Loan Intercreditor Agreementinterests of the Lenders, or (iiiii) the Governing Documents of any Loan Party or any of its 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.

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 any Loan Party Parent or its Subsidiaries, other than than: (i) prepayments, redemptions, defeasances, purchases, or other acquisitions of (A) the Obligations in accordance with this Agreement, Agreement and (B) Hedge Obligations, or (C) Permitted Intercompany Advances; provided that Loan Parties may optionally prepay , (ii) prepayments, redemptions, defeasances, purchases, or redeem other acquisitions on account of Indebtedness permitted under clauses (c), (e), (g), (h) and (j) of the definition of Permitted Indebtedness so long as such payment is not prohibited at such time under any relevant subordination terms and conditions, if any; provided that, both before and immediately after giving effect to each such prepayment, redemption, defeasance, purchase or acquisition, no Event of Default shall have occurred and be continuing, (iii) prepayments, redemptions, defeasances, purchases, or other acquisitions of, prior to the Payment Conditions High Yield Notes Refinancing, Existing High Yield Notes and, from and after the High Yield Notes Refinancing, New High Yield Notes if: (A) at the time of such prepayment, redemption, defeasance, purchase, or other acquisition, no Event of Default shall have occurred and be continuing or would result after giving effect to such prepayment; (B) for the entire thirty (30) day period both immediately preceding and succeeding (on a pro forma basis) the date of such prepayment, redemption, defeasance, purchase or other acquisition, Parent and its Subsidiaries have Excess Availability of at least $25,000,000; and (C) if any U.S. Advances or Canadian Advances are satisfiedoutstanding (but excluding, for the avoidance of doubt, any outstanding Letters of Credit except to the extent any Letter of Credit Disbursement has been deemed a U.S. Advance or a Canadian Advance pursuant to Section 2.11(a) or Section 2.12(a), respectively) during the entire forty-five (45) day period immediately preceding, or at any time on the date of (either prior to or following) such prepayment, redemption, defeasance, purchase or other acquisition, the Fixed Charge Coverage Ratio shall not be less than 1.00 to 1.00 for the most recent four (4) fiscal quarters preceding the date of such prepayment, redemption, defeasance, purchase or other acquisition for which internal financial statements are available; provided that no more than $30,000,000 in cash may be used to prepay, redeem, defease, purchase or otherwise acquire the Existing High Yield Notes or New High Yield Notes in any twelve (12) month period other than in connection with the refinancing of the Existing High Yield Notes or the New High Yield Notes with Refinancing Indebtedness, or (iv) prepayments of any Indebtedness under a Permitted Second Lien Term Loan Facility to the extent such prepayment is expressly required under the terms of such Permitted Second Lien Term Loan Facility, subject to any intercreditor arrangements. (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, (DC) Indebtedness permitted under clauses (c), (he), (f), (g), (i), (j) and (km) of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, and (FD) subject to any intercreditor provisions or agreements, Indebtedness permitted under clause (sl) of the definition of Permitted Indebtedness solely to the extent that, in the case of this clause (D), any such amendment, modification or change could not reasonably be expected to be adverse to the interests of the Lenders, (ii) any Refinancing Indebtedness Material Contract except to the extent that such amendment, modification, or change could not, individually or in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with aggregate, reasonably be expected to be materially adverse to the applicable Additional Term Loan Intercreditor Agreementinterests 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.”.

Prepayments and Amendments. Each Loan Party Parent Borrower will not, and will not permit any of its Restricted 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 Parent Borrower or any Loan Party or of its Restricted Subsidiaries, other than (A) the Obligations in accordance with this AgreementObligations, (B) Hedge Obligations, or (C) Permitted Intercompany Advances; provided that Loan Parties may optionally prepay or redeem Indebtedness so long as the Payment Conditions are 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 other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (C) in connection with the sale of Inventory in the ordinary course of business and consistent with past practices, and (D) payments, redemptions, defeasance, purchases or other acquisitions of Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (E) Indebtedness outstanding under the Term Loan Facility or the Senior Notes expressly permitted by Section 6.6(a)(iii), in each case, together with all interest, fees, premiums and other amounts required by the Term Loan Facility Documents or the Senior Notes or Senior Notes Indenture required to be paid in connection therewith, (or ii) make any Refinancing payment on account of Indebtedness that has been contractually subordinated in writing to the Obligations in right of payment if such payment is not permitted at such time under the subordination terms and conditions, or (iii) make any payment of principal in respect thereof in accordance of the Term Loan Facility or the Senior Notes, other than (A) regularly scheduled payments of principal, including at the maturity thereof, (B) payments made with the Intercreditor Agreementproceeds of any sale, transfer or other disposition of assets (including by casualty or condemnation) in accordance with other than ABL Collateral which are, by the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) Facility Credit Agreement or the Senior Notes Indenture, in accordance with each case, required to be paid to the applicable Additional Term Loan Intercreditor AgreementFacility Agent for application to the Term Loans or to the Senior Notes Trustee for application to the Senior Notes, oras the case may be, and (iiC) optional prepayments, redemptions, defeasance, purchases or other acquisitions of Indebtedness outstanding under the Governing Documents of any Term Loan Party Facility Credit Agreement or any of its Subsidiaries if the Senior Notes so long as (I) no Event of Default exists or would exist immediately before or after giving effect thereofto such prepayment, redemption, defeasance, purchase or other acquisition and (II) on a pro forma basis, after giving effect to each such prepayment, redemption, defeasance, purchase or other acquisition and any Revolving Loans made in connection therewith, either individually or in (A) Excess Availability shall not be less than the aggregate, could reasonably be expected to be materially adverse to the interests greater of the Lenders.(x)

Prepayments and Amendments. Each The Loan Party Parties will not, and will not permit any of its 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 any Loan Party Parent or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge ObligationsPermitted Intercompany Advances, or (C) with respect to any Permitted Intercompany Advances; provided Disposition, the amount of any Permitted Indebtedness (not to exceed for Parent and its Subsidiaries, with amounts prepaid pursuant to clause (E) below, $250,000 in the aggregate of any fiscal year) secured by any Permitted Lien on the asset subject to such Permitted Disposition that is required to be, and is, repaid in connection with such Permitted Dispositions, (D) Indebtedness that is subordinated in right of payment to the Obligations to the extent the prepayment is expressly permitted at the time under the terms of the applicable subordination agreement pursuant to which Agent is party or the prepayment is funded solely with the identifiable proceeds of a Qualified Equity Contribution substantially contemporaneously with the prepayment, (E) Capital Lease Obligations (not to exceed for Parent and its Subsidiaries with amounts prepaid pursuant to clause (C) above, $250,000 in its aggregate in any fiscal year), (F) solely with respect to the Engage Earn-Out, payments to the extent permitted by clause (ii) or (iii) below or (G) the Engage PPP Loan Parties may optionally prepay or redeem Indebtedness so long as the Payment Conditions are satisfiedpayment is funded using the proceeds of the escrow arrangement in effect on the Sixth Amendment Effective Date, 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; or (iii) make any payment on account of (i) the SpeechIQ Incentive Payment, (ii) the SpeechIQ Holdback, (iii) the Teckst Incentive Payment, (iv) the Teckst Holdback or (v) the Engage Earn-Out, unless, in each case, (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and, in the case of any payment on account of subclauses (i) through (v), (B) immediately prior and immediately after giving effect to each such payment, Liquidity was and would remain $2,000,000 or more; provided, that any payments made pursuant to this clause (iii) may be made without regard to the restrictions set forth in sub-clauses (A) and (B) so long as any such payments are funded with (x) cash proceeds of direct or indirect common equity contributions (other than Curative Equity) in Borrower by Sponsor which are substantially simultaneously applied to make such payment or (y) any issuance of equity interests that are not otherwise prohibited under this Agreement, in the case of clause (y) only, in form and substance reasonably satisfactory to Agent (Agent hereby acknowledges and agrees that the proceeds of the transactions contemplated by the Merger Documentation will satisfy this clause (y)). If payments in connection with this clause (iii) are restricted as a result of the occurrence of the events described in sub-clauses (A) or (B), or otherwise deferred in accordance with the SpeechIQ Acquisition Agreement, the Teckst Acquisition Agreement or the Engage Earn-Out, as applicable, such payments shall be deferred and any payments made in connection therewith shall be permitted solely when the occurrence of the events in sub-clauses (A) or (B) have been cured or waived by Agent and Lenders. (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 in any manner materially adverse to the interest of Agent or any Lender or which, by virtue of such amendment, modification or change would render such otherwise Permitted Indebtedness prohibited under Section 6.1 of this Agreement, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, and (DC) Indebtedness permitted under clauses (c), (f), (h), (j) and (k) of the definition of Permitted Indebtedness, (ii) the Advisory Agreement in any manner that would be adverse to the interests of the Agent or the Lenders; provided, (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness however, in respect thereof in accordance connection with the Intercreditor consummation of an IPO, the Advisory Agreement may be amended to remove the requirement to pay the annual management fee and instead pay the Permitted Term Out Fee upon the occurrence of such IPO, (iii) any Material Contract (other than the Advisory Agreement) except to the extent that such amendment, modification or change could not, individually or in accordance with the terms aggregate, reasonably be expected to be materially adverse to the interests of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor AgreementLenders, or (iiiv) 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.

Prepayments and Amendments. Each Loan Party 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, purchase or otherwise acquire any Indebtedness of any Loan Party Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement; provided that Borrower will not prepay, redeem, or defease any Obligations until the Discharge of Revolving Credit Obligations and termination of the DIP Revolving Facility, (B) Hedge Prepetition Revolving Credit Agreement Obligations, so long as such prepayment, redemption, defeasance, purchase or other acquisition is not made out of the proceeds of the Loans (except to provide payments of “adequate protection” (as set forth in Section 361 of the Bankruptcy Code) to the Prepetition Revolving Agent and the Prepetition Revolving Lenders to the extent set forth in the Budget), C) Permitted Intercompany Advances; provided that , and (D) the DIP Revolving Loan Parties may optionally prepay or redeem Indebtedness Debt, so long as such prepayment, redemption, defeasance, purchase or other acquisition is not made out of the Payment Conditions are satisfiedproceeds of the Loans (except for overadvances under the DIP Revolving Facility and to cure the continuance of payment defaults under the DIP Revolving Loan Debt), 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, 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, (DC) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (D) the 2016 Bond Documents, unless in the case of this clause (D) such amendment, modification or change is permitted by the Second Lien Intercreditor Agreement and (E) Indebtedness under the Term Revolving Credit Agreement or the DIP Revolving Loan Documents unless in the case of this clause (E) such amendment, modification or any Refinancing Indebtedness change is in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms contravention of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Pari Passu Intercreditor Agreement, or (ii) 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.

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Prepay, redeem or defease any Indebtedness permitted by Section 6.1,(other than the Obligations hereunder), except, so long as no Event of Default is existing or would result therefrom: (i) optionally prepay, redeem, defease, purchase, Indebtedness being refinanced or extended pursuant to a Permitted Refinancing; (ii) [reserved]; (iii) any existing Indebtedness to the extent paid from proceeds of a Specified Contribution received by Borrower or its Subsidiaries since immediately after the Closing Date to the extent such Specified Contributions have not otherwise acquire been applied in accordance with the express terms hereof; (iv) Indebtedness required to be prepaid pursuant to any contractual obligation of a Loan Party existing on the Closing Date and not created in contemplation of the transactions contemplated hereby; (v) Indebtedness with respect to any sale leaseback transaction permitted hereunder; (vi) with respect to any unsecured Indebtedness of any Loan Party or its Subsidiariesbeing exchanged for Subordinated Indebtedness, other than such unsecured Indebtedness (A) up to $1,000,000, in the Obligations in accordance with this Agreementaggregate, using balance sheet cash of the Loan Parties (as opposed to third-party debt or equity investments) and (B) Hedge in exchange for Stock and/or Subordinated Indebtedness; (vii) Indebtedness payable on a pari passu basis with the Obligations; (viii) Subordinated Indebtedness; (ix) Indebtedness incurred pursuant to clauses (i), (m) and (y) of the definition of Permitted Indebtedness; (x) Indebtedness prepaid, redeemed or defeased solely using the Stock of Borrower; and (Cxi) Permitted Intercompany Advances; Indebtedness in connection with the Xxxxxxxxxx Notes provided that Loan Parties may optionally prepay such prepayment, redemption or redeem Indebtedness so long as the Payment Conditions are satisfied, ordefeasance is not in violation of Section 9.1(m) hereof. (b) Directly Prepay, redeem or defease any Indebtedness owed by Jushi Europe or any of its Subsidiaries (other than in connection with a settlement in connection with the ongoing liquidation of any such entity); (c) Except to the extent permitted pursuant to Section 7.5 hereof, directly or indirectly, amend, modify, alter, or change any of the terms or provisions of:of the Governing Documents of any Loan Party, in each case, in any material respect that could be materially adverse to Lenders; (d) Amend or otherwise revise the Employee Notes to: (i) any agreementincrease the principal; or (ii) extend the maturity beyond 6 months from the date set forth therein, instrumentprovided that, documentfor the avoidance of doubt, indenture, except as set forth in subsections (i) or other writing evidencing or concerning Permitted Indebtedness other than (Aii) the Obligations in accordance with of this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness permitted under clauses (cSection 7.7(d), a Loan Party may take any action with respect to the Employee Notes that such Loan Party deems desirable, including without limitation forgiving any or all Indebtedness evidenced by the Employee Notes; or (h), e) Amend or otherwise modify any Subordinated Notes Loan Document except for: (ji) and amendments or modifications that are not adverse to the Lenders in any material respect; or (kii) of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents (amendments or any Refinancing Indebtedness in respect thereof modifications that are undertaken in accordance with the Intercreditor Agreement. Notwithstanding the foregoing, prior to declaring or making any prepayment, redemption or defeasance of Indebtedness permitted under Section 7.7(a)(iii), (iv), (v), (vii), (viii) and (ix) on and after the Closing Date: (y) Borrower must be in accordance pro forma compliance with the terms of the Intercreditor Agreementfinancial covenants in Section 8 both before and after giving effect to such prepayment, redemption or defeasance, and (Fz) Borrower shall commence an offer to prepay (a “Specified Indebtedness under clause Repayment Offer”) an aggregate principal amount of the Term Loans equal to the amount of the proposed prepayment, redemption or defeasance to be made pursuant to this Section 7.7, as the case may be. Each Specified Indebtedness Repayment Offer shall be made at a price (sexpressed as a percentage of principal amount thereof) equal to 100% of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance the principal amount thereof, plus accrued and unpaid interest, if any, along with the applicable Additional Exit Premium to, but excluding, the date of prepayment (subject to the right of Lenders on the relevant date to receive interest due on a Payment Date) (the “Specified Indebtedness Repayment Offer Price”). Each Lender will have the right to decline its pro rata portion of any Specified Indebtedness Repayment Offer (the aggregate principal amount of Loans held by Lenders that decline, the “Declined Specified Indebtedness Amounts”). Any Declined Specified Indebtedness Amounts may be retained by Xxxxxxxx and used solely with respect to the payment of any Indebtedness, within twenty (20) Business Days after the Lender declines such Declined Specified Indebtedness Amounts, pursuant to this Section 7.7 to the extent permitted hereunder. For the avoidance of doubt, no Specified Indebtedness Repayment Offer will be required to be made with any Declined Specified Indebtedness Amounts that are used to prepay Indebtedness pursuant to this Section 7.7. Notices of a Specified Indebtedness Repayment Offer shall be mailed by Borrower by first class mail, postage prepaid, or delivered electronically, at least ten (10) Business Days before the proposed payment date to the Agent for delivery to the Lenders (which notice shall include, among other things set forth in this Agreement, the amount of the Specified Indebtedness Repayment Offer and the amount of the proposed payment of Indebtedness). In connection with any Specified Indebtedness Repayment Offer, Borrower shall notify the Agent in writing (e-mail being sufficient) (such notice, a “Specified Indebtedness Repayment Offer Notice”): (i) that a Specified Indebtedness Repayment Offer is being made and the principal amount of Term Loan Intercreditor Agreement) Loans subject to such Specified Indebtedness Repayment Offer and that such Lender has the right to require Borrower to repurchase the Lender’s a pro rata share of the Term Loans at a repurchase price in accordance cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, along with the applicable Additional Term Loan Intercreditor AgreementExit Premium to, orbut excluding, the date of repurchase (subject to the right of holders of record on the relevant date to receive interest on the relevant Payment Date); (ii) the Governing Documents circumstances and relevant facts about the proposed payment of any Loan Party Indebtedness necessitating Borrower to commence such Specified Indebtedness Repayment Offer; and (iii) the prepayment date (which shall be no earlier than twenty (20) Business Days nor later than thirty (30) Business Days from the date such notice is mailed or any of its Subsidiaries delivered electronically). Lenders electing to have their Term Loans prepaid shall be required to provide notice to Borrower at the address specified in the Specified Indebtedness Repayment Offer Notice at least three (3) Business Days prior to the prepayment date. Such Lenders shall be entitled to withdraw their election if the effect thereofAgent or Xxxxxxxx receives not later than one Business Day prior to the prepayment date a written notice (e-mail being sufficient) setting forth the name of such Lender, either individually or in the aggregate, could reasonably be expected principal amount of the Loans to be materially adverse prepaid and a statement that such Xxxxxx is withdrawing its election to have such Loans prepaid. On the prepayment date, Borrower shall pay the applicable Specified Indebtedness Repayment Offer Price to the interests Lenders entitled thereto. Prior to any Specified Indebtedness Repayment Offer, Borrower shall deliver to the Agent a certificate of the Lenderschief executive officer or chief financial officer of Borrower stating that all conditions precedent contained herein to the right of Borrower to make such offer have been complied with.

Prepayments and Amendments. Each Section 7.8(a) of the Loan Party will not, and will not permit any of its Subsidiaries to,Agreement is hereby amended by: (a) Except Amending and restating the second proviso in connection the first sentence thereof to read as follows: "provided, however, that notwithstanding anything to the contrary contained in clauses (x) or (y) above, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrowers may make the following prepayments in respect of the Ableco Loans: (A) a prepayment in respect of the Ableco Loans in an amount not to exceed $5,000,000 on the Seventh Amendment Effective Date (the “First Ableco Loan Prepayment”); (B) on and after the receipt by Agent and the Lenders of the financial statements of the Borrowers that are required to be delivered pursuant to Section 6.3(a) for the fiscal quarter ended March 31, 2009, a prepayment in respect of the Ableco Loans in an amount not to exceed $5,000,000 (the “Second Ableco Loan Prepayment”); (C) a prepayment in respect of the Ableco Loans in an amount not to exceed $5,000,000 on the Tenth Amendment Effective Date (the “Third Ableco Loan Prepayment”); (D) a prepayment in respect of the Ableco Loans in an amount not to exceed the Tax Refund Ableco Loan Prepayment Amount from the proceeds of the Tax Refund Prepayment Amount actually received, in cash, by the Borrowers prior to March 31, 2010 (the “Tax Refund Ableco Loan Prepayment”); and (E) a prepayment in respect of the Ableco Loans in an amount not to exceed the Equity Proceeds Ableco Loan Prepayment Amount from the proceeds of the Tenth Amendment Stock Offering (the “Equity Proceeds Ableco Loan Prepayment” and together with Refinancing Indebtedness permitted by Section 6.1, the First Ableco Loan Prepayment, the Second Ableco Loan Prepayment, the Third Ableco Loan Prepayment, and the Tax Refund Ableco Loan Prepayment, each an “Ableco Loan Prepayment” and collectively, the “Ableco Loan Prepayments”); provided, further, however, that (i) optionally prepayin no event shall the Tax Refund Ableco Loan Prepayment be made after Xxxxx 00, redeem0000, defease(xx) in no event shall the Equity Proceeds Ableco Loan Prepayment be made after December 31, purchase2009, or otherwise acquire any Indebtedness (iii) the Availability of any Borrowers immediately after giving effect to each of the Third Ableco Loan Party or its SubsidiariesPrepayment, other the Tax Refund Ableco Loan Prepayment and the Equity Proceeds Ableco Loan Prepayment shall not be less than $1, (Aiv) prior to the making of the Tax Refund Ableco Loan Prepayment, the proceeds of 2008 Federal tax refunds net operating loss carrybacks shall be deposited into the Cash Management Account, (v) the Net Cash Proceeds of the Tenth Amendment Stock Offering in excess of $20,000,000 shall be first applied to make a permanent prepayment of the Obligations in accordance with this AgreementSection 7.8(a)(ii)(x) and (y), (Bvi) Hedge Obligations, or (C) Permitted Intercompany Advances; provided that Loan Parties may optionally prepay or redeem Indebtedness so long as the Payment Conditions are satisfied, or (b) Directly or indirectly, amend, modify, or change any proceeds of the terms or provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) 2008 Federal tax refunds net operating loss carrybacks in excess of $2,300,000 shall be first applied to make a permanent prepayment of the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness permitted under clauses (c), (h), (jSection 7.8(a)(ii)(x) and (k) of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreementy), and (Fvii) Indebtedness in no event shall the amount of the sum of the Tax Refund Ableco Loan Prepayment and the Equity Proceeds Ableco Loan Prepayment exceed $13,925,000. The Loan Parties acknowledge that the First Ableco Loan Prepayment and the Second Ableco Loan Prepayment were made prior to the Tenth Amendment Effective Date. (b) Amending and restating the second sentence thereof to read as follows: Notwithstanding anything to the contrary set forth in this Section 7.8(a) and to the extent permitted under clause (s) the Senior Convertible Notes Subordination Agreement, Parent may at any time and from time to time propose to the holders of Permitted Indebtedness (the Senior Convertible Notes to exchange, so long as no Default or Event of Default shall have occurred and be continuing and so long as no Change of Control shall occur from such exchange and on customary terms and conditions reasonably satisfactory to the Required Lenders, and to consummate the exchange of, all or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, or (ii) 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 portion of the Lendersoutstanding Senior Convertible Notes for up to 10,000,000 shares of common Stock of Parent (such exchange a “Permitted Equity for Debt Exchange”).

Prepayments and Amendments. Each The Loan Party Parties will not, and will not permit any of its their Subsidiaries to, (a) Except at any time, directly or indirectly, make any prepayment in connection with Refinancing cash in respect of principal of or interest in any Subordinated Debt, any unsecured Indebtedness permitted by Section 6.1,or any other Indebtedness secured a Lien that is junior to the Lien securing the Obligations (collectively, “Junior Indebtedness”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Indebtedness more than one year prior to the scheduled maturity date thereof; provided that, for the avoidance of doubt, the ABL Obligations shall not constitute Junior Indebtedness; provided, further, that the foregoing shall not apply to: (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness the 2017 Senior Convertible Notes, (ii) conversion of any Loan Party or its Subsidiaries, Junior Indebtedness to Equity Interests of the Borrower (other than Disqualified Equity Interests), (iii) the payment, prepayment, repurchase, redemption, retirement, acquisition or payment on the account of any Junior Indebtedness (other than the 2017 Senior Convertible Notes) with any Refinancing Indebtedness in respect thereof, (iv) the payment, prepayment, repurchase, redemption, retirement, acquisition or payment on account of any intercompany indebtedness (A) the Obligations in accordance with this Agreementowing to a Loan Party to another Loan Party, (B) Hedge Obligations, or owing by a Subsidiary that is not a Loan Party to a Subsidiary that is not a Loan Party and (C) Permitted Intercompany Advances; provided owing by a Subsidiary that is not a Loan Parties may optionally prepay or redeem Party to a Loan Party and as to any Subordinated Debt, except as expressly permitted in the Subordination Agreement applicable thereto, (v) the payment of regularly scheduled interest (including any penalty interest, if applicable) and payment of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness so long as that are prohibited by the Payment Conditions are satisfiedsubordination provisions thereof), or (vi) prepayments of up to $50,000,000 in the aggregate of Junior Indebtedness so long as (A) before and after giving effect to such prepayment, no Default exists or would result therefrom, and (B) after giving pro forma effect to such prepayment, (1) Liquidity will be at least $15,000,000, and (2) the Net Leverage Ratio as of the most recently ended fiscal quarter of the Borrower is less than 4.50 to 1.00. (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) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries or any documentation in respect of any Junior Indebtedness, 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, this Section 8.17(b) shall not prohibit the refinancing, renewal or extension of Junior Indebtedness to the extent otherwise permitted by Section 8.1.

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries toExcept in connection with Refinancing Indebtedness permitted by Section 6.1, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) , optionally or mandatorily prepay, redeem, defease, purchasepurchase (including, without limitation, any offer to repurchase or other payment based on excess cash flow or any similar terms, whether optional or mandatory, it being acknowledged and agreed that any such payment based on excess cash flow or any similar terms that is mandatory may be prohibited by the terms of this Agreement), or otherwise acquire any Subordinated Indebtedness, Second Secured Debt or other Indebtedness of any Loan Party or its Subsidiariesany Subsidiary of a Loan Party, other than (Ai) the Obligations in accordance with this Agreement, (Bii) Hedge Obligationsany optional payment, redemption or defeasance or open-market purchase of any Subordinated Indebtedness, Second Secured Debt or other Indebtedness solely with the proceeds of common stock of Parent or with Subordinated Indebtedness of Loan Parties, and (Ciii) Permitted Intercompany Advances; provided that Loan Parties may optionally prepay or redeem Indebtedness so long as (A) the Payment Conditions are satisfiedaverage amount of Qualified Cash and Availability for the 30 day period prior to any such optional payment, orredemption or defeasance or open market purchase and the amount of Qualified Cash and Availability immediately after giving effect to any such optional payment, redemption or defeasance or open market purchase is not less than $10,000,000, and (B) immediately before and after the making of such purchase, redemption or defeasance, no Default or Event of Default shall have occurred and be continuing, any optional payment, redemption or defeasance or open market purchase of the Second Secured Notes. (b) Directly Except in connection with Refinancing Indebtedness permitted by Section 6.1, 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, (c) Except in connection with Refinancing Indebtedness permitted by Section 6.1, directly or indirectly, amend, modify, alter, increase, or change (other than Permitted Changes) any of the terms or provisions of: (i) conditions of 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 clauses Section 6.1(b), (c), (f), (g), (h), (j) and i), or (k) of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreementm), or (i) Amend, modify or otherwise change its Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or (ii) the Governing Documents of amend, modify or otherwise change any Loan Party Material Contract, except that such amendment, modification, alteration, increase, or any of its Subsidiaries if the effect thereofchange pursuant to this paragraph (d) could not, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lendersresult in a Material Adverse Change.

Prepayments and Amendments. Each The Loan Party Parties will not, and will not permit any of its their Subsidiaries to, (a) Except at any time, directly or indirectly, make any prepayment in connection with Refinancing cash in respect of principal of or interest in any Subordinated Debt, any unsecured Indebtedness permitted by Section 6.1,or any other Indebtedness secured a Lien that is junior to the Lien securing the Obligations (collectively, “Junior Indebtedness”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Indebtedness more than one year prior to the scheduled maturity date thereof; provided that, for the avoidance of doubt, the ABL Obligations shall not constitute Junior Indebtedness; provided, further, that the foregoing shall not apply to: (i) optionally prepaythe 2017 Senior Convertible Notes, redeemprovided that with respect to principal thereof, defease, purchase, such payment may only be made if at the time of such payment the Net Leverage Ratio as of the most recently ended Fiscal Quarter of the Borrower is less than or otherwise acquire any Indebtedness equal to 7.00 to 1.00, (ii) conversion of any Loan Party or its Subsidiaries, Junior Indebtedness to Equity Interests of the Borrower (other than Disqualified Equity Interests), (iii) the payment, prepayment, repurchase, redemption, retirement, acquisition or payment on the account of any Junior Indebtedness (other than the 2017 Senior Convertible Notes) with any Refinancing Indebtedness in respect thereof, (iv) the payment, prepayment, repurchase, redemption, retirement, acquisition or payment on account of any intercompany indebtedness (A) the Obligations in accordance with this Agreementowing to a Loan Party to another Loan Party, (B) Hedge Obligations, or owing by a Subsidiary that is not a Loan Party to a Subsidiary that is not a Loan Party and (C) Permitted Intercompany Advances; provided owing by a Subsidiary that is not a Loan Parties may optionally prepay or redeem Party to a Loan Party and as to any Subordinated Debt, except as expressly permitted in the Subordination Agreement applicable thereto, (v) the payment of regularly scheduled interest (including any penalty interest, if applicable) and payment of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness so long as that are prohibited by the Payment Conditions are satisfiedsubordination provisions thereof), or (vi) prior to the Amendment No. 1 Effective Date or after the occurrence of the Catch Up Interest Payment Date, prepayments of up to $50,000,000 in the aggregate of Junior Indebtedness so long as (A) before and after giving effect to such prepayment, no Default exists or would result therefrom, and (B) after giving pro forma effect to such prepayment, (1) Liquidity will be at least $15,000,000, and (2) the Net Leverage Ratio as of the most recently ended fiscal quarter of the Borrower is less than 4.50 to 1.00. (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) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries or any documentation in respect of any Junior Indebtedness, 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, this Section 8.17(b) shall not prohibit the refinancing, renewal or extension of Junior Indebtedness to the extent otherwise permitted by Section 8.1. (c) at any time prior to the occurrence of the Catch Up Interest Payment Date, directly or indirectly, make any repayment or prepayment in cash in respect of principal in any 2017 Senior Convertible Notes, including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination thereof.

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 prepayPrepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Loan Party or its SubsidiariesNote Party, other than (Ai) the DIP Obligations; (ii) as required by the Confirmation Order; (iii) Obligations (as defined in the New Credit Agreement) under the New Credit Agreement in accordance with the terms thereof; (iv) Obligations in accordance with this Agreement; (v) in connection with a refinancing permitted by Section 5.01(i); (vi) (1) prepayments of the Indebtedness under the New AMERCO Notes, from the proceeds from the monetization or sale of the Excluded Assets, or (2) so long as no Event of Default exists, other prepayments of Indebtedness, under the 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 5.08(a)(vii) plus 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) Hedge Obligationson the date of such prepayment Borrowers are in compliance with the Excess Availability Test; (vii) (1) prepayments of the Indebtedness under the Synthetic Leases with insurance proceeds or condemnation proceeds received by a Note 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 the Company (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 (C3) Permitted Intercompany Advances; provided that Loan Parties may optionally prepay or redeem Indebtedness so long as no Event of Default exists, any other prepayments of principal Indebtedness required pursuant to the Payment Conditions 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 5.08(a)(vi) plus the aggregate amount of dividends paid in arrears in such fiscal year by 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 (II) on the date of such prepayment Borrowers are satisfiedin compliance with the Excess Availability Test, or(viii) in addition to the principal payments under the Synthetic Leases to be made on the Effective Date as contemplated by the Reorganization Plan, the actual scheduled payments of principal and interest due under the Synthetic Leases, estimates of which are set forth on Schedule 7.8(a) of the New Credit Agreement (including any refinancings, in whole or in part, thereof); or (ix) other Indebtedness with the consent of the Required Holders. (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 Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness permitted under clauses Section 5.01 (excluding any amendment to this Agreement that must be made pursuant to Section 9.07 thereof). (c) Amend, modify or otherwise change its Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it with respect to any of its capital Stock (including any shareholders' agreement), (hor 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), (j) and (k) of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, or (ii) amend, modify or otherwise change any Material Contract (other than a Material Contract, the Governing Documents amendment of which is governed by clause (b) above) except any Loan Party such amendments, modifications or 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 Lendershave a Material Adverse Change, or (iii) amend, modify or otherwise change any Affiliate Contract or any contract with SAC Holding, SSI, PMSR or PM Preferred except in compliance with Section 5.14 hereof.

Prepayments and Amendments. Each The Loan Party Parties will not, and will not permit any of its their Subsidiaries to, (a) Except at any time, directly or indirectly, make any prepayment in connection with Refinancing cash in respect of principal of or interest in any Subordinated Debt, any unsecured Indebtedness permitted by Section 6.1,or any other Indebtedness secured a Lien that is junior to the Lien securing the Obligations (collectively, “Junior Indebtedness”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Indebtedness more than one year prior to the scheduled maturity date thereof; provided that, for the avoidance of doubt and notwithstanding anything to the contrary herein, the ABL Obligations shall not constitute Junior Indebtedness;, provided, further, that the foregoing shall not apply to: (i) optionally prepaythe 2017 Senior Convertible Notes, redeemprovided that with respect to principal thereof, defease, purchase, such payment may only be made if at the time of such payment the Net Leverage Ratio as of the most recently ended fiscal quarter of the Borrower is less than or otherwise acquire any Indebtedness equal to 7.00 to 1.00, (ii) conversion of any Loan Party or its Subsidiaries, Junior Indebtedness to Equity Interests of the Borrower (other than Disqualified Equity Interests), (iii) the payment, prepayment, repurchase, redemption, retirement, acquisition or payment on the account of any Junior Indebtedness (other than the 2017 Senior Convertible Notes) with any Refinancing Indebtedness in respect thereof, (iv) the payment, prepayment, repurchase, redemption, retirement, acquisition or payment on account of any intercompany indebtedness (A) the Obligations in accordance with this Agreementowing to a Loan Party to another Loan Party, (B) Hedge Obligations, or owing by a Subsidiary that is not a Loan Party to a Subsidiary that is not a Loan Party and (C) Permitted Intercompany Advances; provided owing by a Subsidiary that is not a Loan Parties may optionally prepay or redeem Party to a Loan Party and as to any Subordinated Debt, except as expressly permitted in the Subordination Agreement applicable thereto, (v) other than with respect to the 2017 Senior Convertible Notes (which shall be subject to clause (c) below), the payment of regularly scheduled interest (including any penalty interest, if applicable) and payment of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof), or (vi) prior to the Amendment No. 1 Effective Date, prepayments of up to $50,000,000 in the aggregate of Junior Indebtedness so long as (A) before and after giving effect to such prepayment, no Default exists or would result therefrom, and (B) after giving pro forma effect to such prepayment, (1) Liquidity will be at least $15,000,000, and (2) the Net Leverage Ratio as of the Payment Conditions are satisfied, most recently ended fiscal quarter of the Borrower is less than 4.50 to 1.00; 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) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries or any documentation in respect of any Junior Indebtedness, 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, this Section 8.17(b) shall not prohibit the refinancing, renewal or extension of Junior Indebtedness to the extent otherwise permitted by Section 8.1; and (c) at any time, directly or indirectly, make any repayment or prepayment in cash in respect of principal inor interest or otherwise with respect to any 2017 Senior Convertible Notes, including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination thereof; provided that the Borrower shall be permitted to pay cash interest in respect of the 2017 Senior Convertible Notes, in an amount not to exceed $1,000,0002,250,000 per year (in aggregate), solely to the extent that such cash interest is not directly or indirectly payable to any “Commitment Parties” (as defined in the Corre Debt Term Sheet).Corre Partners Management, LLC or any Affiliate of Corre Partners Management, LLC and affiliates of the foregoing that are holders of the 2017 Senior Convertible Notes; and (d) directly or indirectly, amend, modify, or change any of the terms or provisions of the ABL Credit Agreement with respect to the Corre ABL Obligations, if the effect thereof is to (A) increase the rate or amount of interest, fees or premiums in respect of such Corre ABL Obligations, (B) shorten the maturity of any Corre ABL Obligations, (C) expand any right of Corre to instruct or direct the ABL Agent or block any action or determination by the ABL Agent or (D) otherwise result in terms and conditions in respect of such Corre ABL Obligations that are less favorable to the Borrower or any of its Subsidiaries than the terms in effect immediately upon the occurrence of the Amendment No. 6

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 prepayPrepay, redeem, retire, defease, purchase, or otherwise acquire any Indebtedness of any Loan Party Borrower or its SubsidiariesSubsidiaries owing to any third Person, including without limitation, Indebtedness with respect to the Notes or the Senior Note Documents, other than (A) the Obligations in accordance with this Agreement; except: (i) in connection with a refinancing permitted by clause (r) of the definition of Permitted Indebtedness and (ii) 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); provided, however, that for the avoidance of doubt, the foregoing shall not prohibit the Borrowers from paying interest (including the principal portion of interest previously paid-in-kind) in cash with respect to (A) the Notes or the Senior Note Documents in accordance with the terms of the Intercreditor Agreement or (B) Hedge ObligationsIndebtedness described in clause (k) of the definition of Permitted Indebtedness, or (C) Permitted Intercompany Advances; provided that Loan Parties may optionally prepay or redeem Indebtedness so long as the Payment Conditions are satisfied, 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 (other than is permitted by the Intercreditor Agreement in connection with a refinancing permitted by clause (r) of the definition of Permitted Indebtedness), (ii) the Governing Documents of any Loan Party (including, without limitation, the Operating Agreement) in any manner materially adverse to the Lenders or any other member of the Lender Group, or as could otherwise reasonably be expected to have a Material Adverse Change, (iii) 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 clauses clause (c), (h), (j) and (ke) of the definition of “Permitted Indebtedness”, or (EB) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, and (F) any Indebtedness permitted under clause (se) of the definition of “Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor AgreementIndebtedness”, or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereofof such amendment, either individually modification, alteration, or 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 Agent or (iv) except as consented to in writing by the aggregateAgent in its Permitted Discretion, any of the formation or governing documents with respect to the Liquidating Trust or the Funding Agreement in a manner adverse to the Lenders or any other member of the Lender Group, or as could otherwise reasonably be expected to be materially adverse to the interests of the Lendersresult in a Material Adverse Change.

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to, (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 Additionalup to the available Builder Basket Amount so long as, in the case of this subclause (y), the Builder Basket Conditions are met, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Loan Party or Borrower and its SubsidiariesSubsidiaries (other than the Solus Obligations), other than (A) the Obligations in accordance with this Agreement, (B) Hedge ObligationsRefinancing Indebtedness in respect of the Note Obligations and/or the 2017 Note Obligations (including the defeasance thereof), or (C) offers to purchase the 2017 Notes in connection with asset sales to the extent required pursuant to SectionSections 4.10 and 3.9 of the 2017 Notes Indenture, (D) the Transactions, (E) prepayments of Permitted Intercompany Advances; provided that Loan Parties may optionally prepay or redeem Indebtedness Preferred Stock with proceeds of Permitted Preferred Stock so long as the Payment Conditions prepayments are satisfiedsubstantially contemporaneous with the accompanying sale, (F) the ABL Obligations, (G) offers to purchase the 2017 Notes in connection with a change of control pursuant to Section 4.14 of the 2017 Notes Indenture, so long as an Offer to Prepay due to a Change of Control has first been made to the Lenders and (A) the Lenders have rejected such Offer to Prepay or (B) each of the Lenders that have accepted such Offer have been prepaid, (H) the purchase, redemption, defeasance, repurchase, exchange, retirement or cancellation of the Notes in accordance with the terms substantially consistent with the terms in the Offering Memorandum with, among other consideration, the proceeds of the 2017 Notes substantially concurrently with the issuance thereof, and (I) the purchase, redemption, defeasance, repurchase, exchange, retirement or cancellation of any of the Notes Obligations and the 2017 Notes Obligations with the cash proceeds of an equity issuance of Qualified Capital Interests of the Borrower or its direct or indirect parent entities or capital contribution to Holdings or the Borrower in each case occurring within 120 days prior to such purchase, redemption, defeasance, repurchase, exchange, retirement or cancellation, so long as no Event of Default shall exist at the time or immediately following such purchase, redemption, defeasance, repurchase, exchange, retirement or cancellation; or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations (other than the Solus 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) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness permitted under clauses (cf), (g), (h), (j) and (kj) of the definition of Permitted Indebtedness, (EC) Indebtedness under the Term Loan Documents (2017 Notes Obligations to the extent any such amendment, modification, or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with change is not prohibited by the terms of the ABL-Notes Intercreditor Agreement, and (FD) Indebtedness under clause (s) the ABL Obligations or the Solus Obligations solely to the extent any such amendment, modification or change is not prohibited by the terms of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional ABL-Term Loan Intercreditor Agreement, (ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in accordance with the applicable Additional Term Loan Intercreditor Agreementaggregate, 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, or (c) Notwithstanding anything to the contrary in this Agreement, optionally prepay, redeem, defease, purchase, or otherwise 2335 acquire any of the Solus Obligations, other than payments made with the cash proceeds of an equity issuance of Qualified Capital Interests of the Borrower or its direct or indirect parent entities or capital contribution to Holdings or the Borrower in each case occurring within 120 days prior to such payments, so long as no Event of Default shall exist at the time or immediately following such prepayment.

Prepayments and Amendments. Each Loan Party 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 Loan Party Borrower or its SubsidiariesSubsidiaries consisting of Indebtedness permitted under clauses (f), (p), (q), (t), (u), (v), (z) 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) Hedge Obligationsany 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 and (b) the date that is 60 days after such issuance, (C) Permitted Intercompany Advances; provided that Loan Parties may optionally prepay any prepayment, redemption, defeasance, purchase or redeem Indebtedness other acquisition so long as 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 satisfiedsatisfied 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 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 $60,000,000 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, 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 other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness permitted under clauses (cf), (hp), (jq), (t), (u), (v), (z) and or (kaa) of the definition of Permitted Indebtedness (A) if such Indebtedness could not have been incurred (including as Refinancing Indebtedness) on such terms (without limiting clause (ii) below) or (B) if such amendment, (E) Indebtedness under modification or change could reasonably be expected to affect the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms interests of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or Lenders adversely in any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreementmaterial respect, or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries Subsidiaries, the Existing Senior Notes, the Convertible Notes or the Senior Secured Notes, in each case 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.

Prepayments and Amendments. Each Loan Party Borrower will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1; provided that any Refinancing Indebtedness of the ABL Credit Agreement shall be subject to the terms of the Intercreditor Agreement and shall not have a maturity date prior to the maturity date of (or have shorter weighted average life to maturity than) the ABL Credit Agreement on the Closing Date, (i) mandatorily or optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Loan Party Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) subject to the terms of the Intercreditor Agreement, (i) payments, repayments and reborrowings under the ABL Credit Agreement (and other Loan Documents (as defined in the ABL Credit Agreement)) of ABL Obligations, including reimbursement obligations with respect to Letters of Credit (as defined in the ABL Credit Agreement) and repayment of Hedge ObligationsObligations (as defined in the ABL Credit Agreement) and/or (ii) any other voluntary or mandatory prepayments under the terms of the ABL Credit Agreement and the other ABL Documents as in effect on the Closing Date and as amended or restated during the term hereof in accordance with the Intercreditor Agreement including any payments of the ABL Obligations from ABL Priority Collateral or proceeds thereof, or (CD) Permitted Intercompany Advances; provided payment or prepayment of other secured Indebtedness (other than ABL Obligations) that Loan Parties may optionally prepay becomes due as a result of the sale or redeem transfer of, or casualty or condemnation event with respect to, the property or assets securing such Indebtedness so long as if (in the Payment Conditions are satisfiedcase of a sale or transfer) such sale or transfer is permitted hereunder and such Indebtedness is repaid on or prior to three (3) Business Days after the receipt of proceeds therefrom, or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment or security to the Obligations if such payment is not permitted at such time under the subordination terms and conditions. (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, (DC) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, Indebtedness and (ED) Indebtedness under the Term Loan ABL Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, (ii) (A) any Food Product Grower Arrangement except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interest of any Loan Party or the Lenders or (B) any other Material Contract (other than any Food Product Grower Arrangement) except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse Effect (for the avoidance of doubt, Borrowers may terminate agreements with Seattle’s Best Coffee LLC and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor AgreementXxxxx Xxxxxxx Technologies, LLP), 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.

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, Make any payments (i) optionally prepay, redeem, defease, purchasewhether 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 acquire prohibited under any subordination agreement or intercreditor agreement relating to such Indebtedness, and (b) any prepayment, redemption, \66176107.6 retirement, defeasance or acquisition of Specified Indebtedness of (together with any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, or (C) Permitted Intercompany Advancesaccrued interest and premiums thereon); provided that Loan Parties may optionally prepay or redeem Indebtedness so long as in the case of clause (b), the Payment Conditions are satisfiedsatisfied both immediately before and immediately after giving effect to the prepayment, orredemption, retirement, defeasance or acquisition of such Indebtedness. (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 Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness transaction permitted under clauses (c), (h), (j) Section 6.3 or 6.5 and (k) of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, or (ii) 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 changes that are not materially adverse to the interests of the Lenders in their capacity as such. (c) Amend, 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 final maturity date or otherwise accelerates amortization; (iv) increases the interest rate; (v) increases or adds any fees or charges; (vi) modifies any covenant in a manner or adds any representation, covenant or default that is more onerous or restrictive in any material respect for any Borrower or Subsidiary, or that is otherwise materially adverse to any Borrower, any Subsidiary or Lenders; (vii) in the case of the Existing Senior Notes results in the Obligations not constituting “Senior Indebtedness” under the Indenture; 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 Loan Parties shall be permitted to make any 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 amendment, supplement, or other 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 any Loan Party Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge ObligationsPermitted Intercompany Advances, or (C) Permitted Intercompany Advancesthe Preferred Shareholder Notes as provided in subclause (iii) below, (D) the Senior Subordinated Debt as provided in subclause (iv) below, (E) the RealHound Payment as provided in subclause (v) below and (F) the OpsTechnology Payment as provided in subclause (vi) 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, (iii) make any payment on account of the Preferred Shareholder Notes other than payments or prepayments made solely with the proceeds of the issuance of Stock of Borrower; provided that Loan Parties may optionally prepay or redeem Indebtedness that, so long as no Event of Default shall have occurred and be continuing or would result therefrom and Borrower has Excess Availability plus Qualified Cash after giving effect to such payment of the Preferred Shareholder Note Excess Availability Amount, Borrower may make payments in respect of quarterly interest and principal payments on the Preferred Shareholder Notes in an aggregate amount during any fiscal quarter of Borrower not to exceed $1,000,000, (iv) make any payment on account of the Senior Subordinated Debt except in accordance with the terms of the Senior Subordinated Debt Subordination Agreement, (v) make any payment on account of the RealHound Payment Conditions are satisfiedexcept regularly scheduled payments in accordance with the terms of the RealHound Asset Purchase Agreement, or (vi) make any payment on account of the OpsTechnology Payment except in accordance with the terms of the OpsTechnology Agreement, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document, indenture, the RealHound Asset Purchase Agreement or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this OpsTechnology Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, 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, (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, (iv) the Preferred Shareholder Notes other than in accordance with the terms of the Preferred Shareholder Note Subordination Agreement, or (v) the Senior Subordinated Debt Documents other than in accordance with the terms of the Senior Subordinated Debt Subordination Agreement.

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 Optionally prepay, redeem, defease, purchase, purchase or otherwise acquire (A) any Indebtedness of any Loan Party or its Subsidiaries, other than (A) Subsidiaries that is secured by a Lien on the Obligations in accordance with this AgreementCollateral that is junior to the Agent’s Lien, (B) Hedge Obligationsthe Preferred Equity Investment, or unless the Payment Conditions have been satisfied, (C) the Permitted Intercompany AdvancesSubordinated Notes; provided that Loan Parties may optionally prepay and (D) the Permitted Convertible Notes or redeem the 2020 Unsecured Convertible Notes other than, solely with respect to this clause (D) any of the following: (1) payments of regularly scheduled interest as and when due in respect of any such Indebtedness, other than payments prohibited by the subordination provisions thereof, (2) refinancings of any such Indebtedness permitted by Section 6.1 hereof, (3) payments upon conversion of any such Indebtedness into common stock of the Administrative Borrower made in common stock of the Administrative Borrower, together with cash payments in lieu of issuance of fractional shares and payments of accrued but unpaid interest, in each case in connection with such conversion, (4) other payments of or in respect of any such Indebtedness made solely with (or with the proceeds of a substantially concurrent issuance and sale of) Equity Interests (other than Disqualified Equity Interests) in the Administrative Borrower, (5) cash payments upon conversion of Permitted Convertible Notes or the 2020 Unsecured Convertible Notes pursuant to the terms thereof, and (6) other payments of the Permitted Convertible Notes or the 2020 Unsecured Convertible Notes so long as 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, 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) the Preferred Equity Documents, but only to the extent permitted by subclause (b)(iii) below, and (E) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, or. (ii) 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 Material Contract, the Preferred Equity Documents, the Permitted Subordinated Notes, and the Permitted Convertible Notes, each except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders.

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 any Loan Party Parent or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, or (C) Permitted Intercompany Advances; provided , and any Permitted Indebtedness that Loan Parties may optionally prepay is not Subordinated Indebtedness or redeem Indebtedness Qualified Debt (other than any optional prepayment, redemption, defeasance, purchase or acquisition of Qualified Debt so long as the Payment Conditions are satisfied in an aggregate amount not to exceed (a) $10,000,000 during any calendar year plus (b) an unlimited amount so long as the Specified Payment Conditions are satisfied), or (ii) make any payment on account of Subordinated 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 thereof, 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 (to the extent any such Permitted Indebtedness relates to Qualified Debt or other Indebtedness in an amount equal to or greater than the Threshold Amount) other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (DC) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, Indebtedness or (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor AgreementD) in accordance with a manner that is not materially adverse to Lender (and, in the terms case of any Subordinated Indebtedness or Qualified Debt, to the Intercreditor Agreement, and (F) Indebtedness extent permitted under clause (s) of Permitted Indebtedness (any intercreditor or any Refinancing Indebtedness in respect thereof incurred in accordance with the subordination agreement applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, orthereto), (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregatetaken as a whole, could reasonably be expected to be materially adverse to the interests of the LendersLender, or (iii) amend, modify, cancel or terminate or permit the amendment, modification, cancellation or termination of any of the Material Contracts if the same could reasonably be expected to have a Material Adverse Effect.

Prepayments and Amendments. Each The Loan Party Parties will not, and will not permit any of its 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 any Indebtedness with ABL Priority Collateral in respect of any principal of any Term Loan Party or its Subsidiaries, Obligation (other than (Awith proceeds of Refinancing Indebtedness with respect thereto) unless the Obligations in accordance with this Agreement, (B) Hedge Obligations, Payment Conditions are satisfied or (Cii) Permitted Intercompany Advances; provided that Loan Parties may optionally prepay or redeem Indebtedness so long as with an outstanding principal amount in excess of $20,000,000 (other than with proceeds of Refinancing Indebtedness with respect thereto) other than the 2017 Senior Convertible Notes unless in each case the Payment Conditions are satisfied<.>; provided that Borrowers shall be permitted to pay cash interest in respect of the 2017 Senior Convertible Notes in an amount not to exceed $1,000,000 per year (in aggregate), orsolely to the extent that such cash interest is not directly or indirectly payable to Corre Management Partners, LLC or any Affiliate of Corre Management Partners, LLC and certain other holders of the 2017 Senior Convertible Notes. (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 Permitted Indebtedness with an outstanding principal amount in excess of $20,000,000 (other than the Term Loan Obligations) in a manner that could reasonably be expected to be materially adverse to the interests of the Lenders and, in respect of the Term Loan Documents in a manner that (A) shortens the stated final maturity date of the Term Loan Obligations as in accordance with this Agreement, effect on the date hereof or (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness permitted under clauses (c), (h), (j) and (k) restricts any Loan Party from making payments of the definition of Permitted Indebtedness, (E) Indebtedness Obligations that would otherwise be permitted under the Term Loan Documents (or any Refinancing Indebtedness as in respect thereof in accordance with effect on the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreementdate hereof, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, orand (ii) 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.

Prepayments and Amendments. Each Loan Party 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, (i) optionally prepay, redeem, defease, purchase, purchase or otherwise acquire any Indebtedness of any Loan Party Parent or its Subsidiaries, other than than: (A) the Obligations in accordance with this Agreement, , (B) Hedge Obligations, or Permitted Intercompany Advances and the Zohydro Intercompany Note, (C) The ABL Facility Debt, (D) Permitted Intercompany Advances; provided that Loan Parties may optionally prepay or redeem Indebtedness owed to any Treximet Indenture Note Party,, (E) the Zohydro Holdback Amount to Zogenix, as required pursuant to the terms of the Zogenix Purchase Agreement, so long as no Default or Event of Default exists before or giving effect to any such payment of the Payment Conditions are satisfiedZohydro Holdback Amount, (F) with respect to any Material Debt of any Loan Party or Subsidiary (other than the Treximet Note Purchase Debt, the 2015 Note Purchase Debt, the 2017 Note Purchase Debt or the ABL Facility Debt), payments of principal made solely by exchanging such Material Debt for shares of Qualified Equity Interests without any payment of cash (other than in respect of fractional shares in an amount not to exceed $50,000), or (G) with respect to the 2017 Note Purchase Debt, (1) payments of principal on the 2017 Note Purchase Debt made solely by exchanging such 2017 Note Purchase Debt for shares of Qualified Equity Interests without any payment of cash (other than in respect of fractional shares in an amount not to exceed $50,000), (2) payments of cash, Equity Interest of Borrower or a combination thereof in satisfaction of conversions of the Notes (as defined in the 2017 Indenture) pursuant to the terms of the 2017 Indenture or (3) redemptions of the Notes (as defined in the 2017 Indenture) pursuant to the terms of the 2017 Indenture. (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, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions ofof any of the following: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A1) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C2) Permitted Intercompany Advances, (D3) Indebtedness permitted under clauses (c), (hj), (jk) and (kr) of the definition of Permitted Indebtedness, Indebtedness and (E4) Indebtedness under the Term Loan Documents referred to in clauses (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreementiii) in accordance with the terms of the Intercreditor Agreement, and through (Fvi) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, orbelow, (ii) 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 Agent or the Lenders, (iii) the Treximet Note Purchase Documents if such amendment or modification would (1) increase the principal amount of such Indebtedness or the rate of interest payable thereon, (2) shorten the maturity date, or the average life to maturity, thereof, (3) prohibit any Loan Party from performing its obligations under the Loan Documents, or restrict or impair the rights of Agent to use any Intellectual Property or license of Intellectual Property on the terms set forth in the Loan Documents, (4) grant Liens on any of the Collateral in favor of the Treximet Note Purchase Creditors (or any of them) or (5) result in the material terms of such Treximet Note Purchase Debt to be less favorable in any material respect to the Loan Parties, (iv) the 2015 Note Purchase Documents if such amendment or modification would (1) increase the principal amount of such Indebtedness or the rate of interest payable thereon, (2) shorten the maturity date, or the average life to maturity, thereof, (3) prohibit any Loan Party from performing its obligations under the Loan Documents, or restricting or impairing the rights of Agent to use any Intellectual Property or license of Intellectual Property on the terms set forth in the Loan Documents, (4) grant Liens to secure such 2015 Note Purchase Debt, or (5) result in the material terms of such 2015 Note Purchase Debt to be less favorable in any material respect to the Loan Parties (it being understood and agreed that the 2015 Note Purchase Debt may be amended or otherwise modified to increase or decrease the Conversion Rate (as defined in the 2015 Indenture)), (v) the 2017 Note Purchase Documents if such amendment or modification would (1) increase the principal amount of such Indebtedness or the rate of interest payable thereon, (2) shorten the maturity date, or the average life to maturity, thereof, (3) prohibit any Loan Party from performing its obligations under the Loan Documents, or restricting or impairing the rights of Agent to use any Intellectual Property or licenses of Intellectual Property on the terms set forth in the Loan Documents, (4) grant Liens to secure such 2017 Note Purchase Debt, or (5) result in the material terms of such 2017 Note Purchase Debt to be less favorable in any material respect to the Loan Parties (it being understood and agreed that the 2017 Note Purchase Debt may be amended or otherwise modified to increase or decrease the Conversion Rate (as defined in the 2017 Indenture)), (vi) the Material Debt Documents (other than the 2015 Note Purchase Documents, the 2017 Note Purchase Documents, the Treximet Note Purchase Documents or the ABL Loan Documents), if such amendment or modification would (1) increase the principal amount of such Indebtedness or the rate of interest payable thereon, (2) shorten the maturity date, or the average life to maturity, thereof, (3) prohibit any Loan Party from performing its obligations under the Loan Documents, or restricting or impairing the rights of Agent to use any Intellectual Property or license of Intellectual Property on the terms set forth in the Loan Documents, (4) grant Liens on any assets of any Loan Party or Subsidiary to secure such Material Debt, other than Liens permitted under clause (u) of the definition of Permitted Liens or (5) result in the material terms of such Indebtedness to be less favorable in any material respect to the Loan Parties, or (vii) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness with a principal or committed amount in excess of $2,000,000, which amendment or modification in any case prohibits any such Loan Party from performing its obligations under this Agreement or any other Loan Document to which it is a party.

Prepayments and Amendments. Each The Loan Party Parties will not, and will not permit any of its 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 any Loan Party Parent or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge ObligationsPermitted Intercompany Advances, or (C) with respect to any Permitted Intercompany Advances; provided Disposition, the amount of any Permitted Indebtedness (not to exceed for Parent and its Subsidiaries, with amounts prepaid pursuant to clause (E) below $750,000 in the aggregate of any fiscal year) secured by any Permitted Lien on the asset subject to such Permitted Disposition that is required to be, and is, repaid in connection with such Permitted Dispositions, (D) Indebtedness that is subordinated in right of payment to the Obligations to the extent the prepayment is expressly permitted at the time under the terms of the applicable subordination agreement pursuant to which Agent is party or the prepayment is funded solely with the identifiable proceeds of a Qualified Equity Contribution substantially contemporaneously with the prepayment, (E) Capital Lease Obligations (not to exceed for Parent and its Subsidiaries with amounts prepaid pursuant to clause (C) above, $750,000 in its aggregate in any fiscal year), (F) solely with respect to the (i) the SpeechIQ Incentive Payment, (ii) the SpeechIQ Holdback, (iii) the Teckst Incentive Payment, (iv) the Teckst 074658.16087/126128822v.10 Holdback or (v) the Engage Earn-Out, payments to the extent permitted by clause (ii) or (iii) below or (G) the Engage PPP Loan Parties may optionally prepay or redeem Indebtedness so long as the Payment Conditions payment is funded using the proceeds of the escrow arrangement in effect on the Sixth Amendment Effective Date; (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; or (iii) make any payment on account of (i) the SpeechIQ Incentive Payment, (ii) the SpeechIQ Holdback, (iii) the Teckst Incentive Payment, (iv) the Teckst Holdback or (v) the Engage Earn-Out, unless, in each case, (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and, in the case of any payment on account of subclauses (i) through (v), (B) immediately prior and immediately after giving effect to each such payment, Liquidity was and would remain $2,000,000 or more; provided, that any payments made pursuant to this clause (iii) may be made without regard to the restrictions set forth in sub-clauses (A) and (B) so long as any such payments are satisfiedfunded with (x) cash proceeds of direct or indirect common equity contributions in Borrower by Sponsor which are substantially simultaneously applied to make such payment or (y) any issuance of equity interests that are not otherwise prohibited under this Agreement, orin the case of clause (y) only, in form and substance reasonably satisfactory to Agent (Agent hereby acknowledges and agrees that the proceeds of the transactions contemplated by the Merger Documentation will satisfy this clause (y)). If payments in connection with this clause (iii) are restricted as a result of the occurrence of the events described in sub-clauses (A) or (B), or otherwise deferred in accordance with the SpeechIQ Acquisition Agreement, the Teckst Acquisition Agreement or the Engage Earn-Out, as applicable, such payments shall be deferred and any payments made in connection therewith shall be permitted solely when the occurrence of the events in sub-clauses (A) or (B) have been cured or waived by Agent and Lenders. (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 in any manner materially adverse to the interest of Agent or any Lender or which, by virtue of such amendment, modification or change would render such otherwise Permitted Indebtedness prohibited under Section 6.1 of this Agreement, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, and (DC) Indebtedness permitted under clauses (c), (f), (h), (j) and (k) of the definition of Permitted Indebtedness, (ii) the Advisory Agreement in any manner that would be adverse to the interests of the Agent or the Lenders; provided, (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness however, in respect thereof in accordance connection with the Intercreditor consummation of an IPO, the Advisory Agreement may be amended to remove the requirement to pay the annual management fee and instead pay the Permitted Term Out Fee upon the occurrence of such IPO, (iii) any Material Contract (other than the Advisory Agreement) except to the extent that such amendment, modification or change could not, individually or in accordance with the terms aggregate, reasonably be expected to be materially adverse to the interests of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor AgreementLenders, or (iiiv) 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.

Prepayments and Amendments. Each Loan Party 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 Loan Party Parent or its Subsidiaries, other than than (A) the Obligations in accordance with this Agreement, , (B) Hedge Obligations, or (C) Permitted Intercompany Advances, the Treximet Intercompany Note and the Zohydro Intercompany Note, (C) with respect to the Treximet Note Purchase Debt, (1) regularly scheduled payments of interest thereon and payments of the Treximet Trustees fees and expenses contemplated thereby; provided that Loan Parties may optionally prepay and (2) payments of principal thereon on February 1 and August 1 of each year in an amount not to exceed 50% of the Net Sales (as defined in the Treximet Indenture) for the last two consecutive fiscal quarters, (D) with respect to the 2015 Note Purchase Debt, (1) regularly scheduled payments of interest thereon and payments of the Trustees fees and expenses contemplated thereby; (2) payments of principal on the “Maturity Date” (as defined in the 2015 Indenture); (3) payments of principal on the 2015 Note Purchase Debt made solely by exchanging such 2015 Note Purchase Debt for shares of Qualified Equity Interests without any payment of cash (other than in respect of fractional shares in an amount not to exceed $10,000), and (4) payments of cash, Equity Interest of a Borrower or redeem Indebtedness a combination thereof in satisfaction of conversions of the Notes (as defined in the 2015 Indenture) pursuant to the terms of the 2015 Indenture as in effect on April 22, 2015 or (z) redemptions of the Notes (as defined in the 2015 Indenture) pursuant to the terms of the 2015 Indenture as in effect on April 22, 2015, or (E) the Zohydro Holdback Amount to Zogenix, as required pursuant to the terms of the Zogenix Purchase Agreement, and the Treximet Holdback Amount to GSK, as required pursuant to the terms of the Treximet Note Purchase Agreement, in each case, so long as (i) no Default or Event of Default exists before or after giving effect to any such payment of the Payment Conditions Treximet Holdback Amount and (ii) Borrowers are satisfiedin pro forma compliance with the financial covenants set forth in Article 7 hereof assuming that a Covenant Testing Period is in effect and after giving effect to any such payment of the Zohydro Holdback Amount or the Treximet Holdback Amount, or (F) with respect to any Material Debt (other than the Treximet Note Purchase Debt or the 2015 Note Purchase Debt), (1) regularly scheduled payments of interest thereon and payments of the Trustees fees and expenses contemplated thereby; (2) regularly scheduled payments of principal, including on the applicable maturity date; and (3) payments of principal made solely by exchanging such Material Debt for shares of Qualified Equity Interests without any payment of cash (other than in respect of fractional shares in an amount not to exceed $10,000), (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, 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 (A1) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C2) Permitted Intercompany Advances, (D3) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted IndebtednessIndebtedness and (4) Indebtedness referred to in clauses (C), (D) and (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, orbelow, (ii) 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) the Treximet Note Purchase Documents (A) if such amendment or modification would (1) increase the principal amount of such Indebtedness or the rate of interest payable thereon, (2) shorten the maturity date, or the average life to maturity, thereof, (3) prohibit any Loan Party from performing its obligations under the Loan Documents, or restrict or impair the rights of Agent to use any intellectual property or license of intellectual property on the terms set forth in Section 15(b) of the Guaranty and Security Agreement), (4) grant Liens on any of the Collateral in favor of the Treximet Note Purchase Creditors (or any of them), except as permitted in clause (s) of the definition of Permitted Liens, or (5) result in the material terms of such Treximet Note Purchase Debt to be less favorable in any material respect to the Loan Parties and (B) so long as Borrowers have, prior to entering into any such amendment or modification, delivered to Agent reasonably in advance (and in any event not less than two (2) Business Days in advance) of the execution thereof, any final or execution form copy thereof, (iv) the 2015 Note Purchase Documents (A) if such amendment or modification would (1) increase the principal amount of such Indebtedness or the rate of interest payable thereon, (2) shorten the maturity date, or the average life to maturity, thereof, (3) prohibit any Loan Party from performing its obligations under the Loan Documents, or restricting or impairing the rights of Agent to use any intellectual property or license of intellectual property on the terms set forth in Section 15(b) of the Guaranty and Security Agreement), (4) grant Liens to secure such 2015 Note Purchase Debt, or (5) result in the material terms of such 2015 Note Purchase Debt to be less favorable in any material respect to the Loan Parties (it being understood and agreed that the 2015 Note Purchase Debt may be amended or otherwise modified to increase or decrease the Conversion Rate (as defined in the 2015 Indenture)) and (B) so long as Borrowers have, prior to entering into any such amendment or modification, delivered to Agent reasonably in advance (and in any event not less than two (2) Business Days in advance) of the execution thereof, any final or execution form copy thereof, (v) the Material Debt Documents (other than the 2015 Note Purchase Documents and the Treximet Note Purchase Documents) (A) if such amendment or modification would (1) increase the principal amount of such Indebtedness or the rate of interest payable thereon, (2) shorten the maturity date, or the average life to maturity, thereof, (3) prohibit any Loan Party from performing its obligations under the Loan Documents, or restricting or impairing the rights of Agent to use any intellectual property or license of intellectual property on the terms set forth in Section 15(b) of the Guaranty and Security Agreement), (4) grant Liens to secure such Material Debt, other than Liens permitted under clause (u) of the definition of Permitted Liens, or (5) result in the material terms of such 2015 Note Purchase Debt to be less favorable in any material respect to the Loan Parties and (B) so long as Borrowers have, prior to entering into any such amendment or modification, delivered to Agent reasonably in advance (and in any event not less than two (2) Business Days in advance) of the execution thereof, any final or execution form copy thereof, (vi) the Patent Licenses with respect to any Eligible Inventory except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders; provided that any amendment or modification that restricts the ability of the Parent or any of its Subsidiaries to sublicense or assign any intellectual property in respect of any such Patent License to the Agent shall be deemed to be materially adverse to the interests of the Lenders, or (vii) any other Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders.

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 any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, or (C) Permitted Intercompany Advances; provided that Loan Parties may optionally prepay , or redeem Indebtedness (D) so long as the Payment Conditions are satisfied, other Permitted Indebtedness (other than Indebtedness evidenced by the Senior Secured Notes Documents, the Permitted Junior Conversion Debt Documents, and the Junior Term Loan Documents, if such prepayment, redemption, defeasement, purchase or acquisition is prohibited from being made under the Senior Secured Notes Intercreditor Agreement or any Junior Lien Intercreditor Agreement, as applicable), 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. (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 if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Agent or the Lenders, (ii) (A) the Senior Secured Notes Documents to the extent any such amendment, modification, or change (I) would make any of the covenants or defaults or events of default set forth in the Senior Secured Notes 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 Notes Documents, in each case, as in effect on the Closing Date, (II) would change to earlier dates any dates upon which payments of principal or interest are due thereon, (III) would change any redemption, mandatory prepayment, or defeasance provisions thereof, (IV) would restrict any Loan Party from making payments of the Obligations that would otherwise be permitted under the Senior Secured Notes Documents as in accordance with this effect on the Closing Date, (V) would increase the cash pay portion of any interest rate thereunder by more than 2.00 percentage points per annum or add any recurring fees or (VI) is in contravention of the Senior Secured Notes Intercreditor Agreement, (B) Hedge Obligationsthe Junior Lien Term Loan Documents to the extent any such amendment, modification, or change (I) would make any of the covenants or defaults or events of default set forth in the Junior Lien Term Loan Documents more restrictive as to Parent or any of its Subsidiaries than the covenants and defaults or events of default set forth in the Junior Lien Term Loan Documents, in each case, as in effect on the Closing Date, (II) would change to earlier dates any dates upon which payments of principal or interest are due thereon, (III) would change any redemption, mandatory prepayment, or defeasance provisions thereof, (IV) would restrict any Loan Party from making payments of the Obligations that would otherwise be permitted under the Junior Lien Term Loan Documents as in effect on the Closing Date, (V) would increase the cash pay portion of any interest rate thereunder by more than 2.00 percentage points per annum or add any recurring fees or (VI) is in contravention of any Junior Lien Intercreditor Agreement, or (C) the Permitted Intercompany AdvancesJunior Conversion Debt Documents to the extent any such amendment, modification, or change (DI) Indebtedness permitted under clauses (c), (h), (j) and (k) would make any of the definition covenants or defaults or events of default set forth in the Permitted Indebtedness, (E) Indebtedness under Junior Conversion Debt Documents more restrictive as to Parent or any of its Subsidiaries than the covenants and defaults or events of default set forth in the Junior Lien Term Loan Documents (or any Refinancing Indebtedness Permitted Junior Conversion Debt Documents, in respect thereof each case, as in accordance with effect on the Intercreditor AgreementClosing Date, (II) in accordance with the terms would change to earlier dates any dates upon which payments of principal or interest are due thereon, (III) would change any redemption, mandatory prepayment, or defeasance provisions thereof, (IV) would restrict any Loan Party from making payments of the Intercreditor Agreement, and (F) Indebtedness Obligations that would otherwise be permitted under clause (s) of Permitted Indebtedness (the Junior Lien Term Loan Documents or any Refinancing Indebtedness Permitted Junior Conversion Debt Documents, in respect thereof incurred each case, as in accordance with effect on the applicable Additional Term Loan Intercreditor AgreementClosing Date, (V) would increase the cash pay portion of any interest rate thereunder by more than 2.00 percentage points per annum or add any recurring fees or (VI) is in accordance with the applicable Additional Term Loan contravention of any Junior Lien 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 Agent or the Lenders.

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to, (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, purchase or otherwise acquire any Indebtedness of any Loan Party or Parent and its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge ObligationsPermitted Intercompany Advances, or (C) Refinancing Indebtedness in respect of the NoteNotes Obligations and/or the 2017 Notes Obligations (in each case, including the defeasance thereof), (D) offers to purchase the 2017 Notes in connection with asset sales pursuant to Section 3.9 of the 2017 Notes Indenture, (E) the Transactions, (F) prepayments of Permitted Intercompany Advances; provided that Loan Parties may optionally prepay or redeem Indebtedness Preferred Stock with the proceeds of Permitted Preferred Stock so long as the Payment Conditions prepayments are satisfiedsubstantially contemporaneous with the accompanying sale, (G) Refinancing Indebtedness in respect of the Permitted MSD Indebtedness, (H) Refinancing Indebtedness in respect of the Permitted Additional Term Indebtedness, (I) prepayments or payments of Permitted MSD Indebtedness and/or the Permitted Additional Term Indebtedness, in each case subject to the ABL Intercreditor Agreement, and so long as before and after giving effect to such payment or prepayment (1) no Event of Default has occurred and is continuing and (2) Availability shall be no less than 30% of the Maximum Revolver Amount, (J) prepayments of Permitted MSD Indebtedness or the Permitted Additional Term Indebtedness, in each case subject to the ABL Intercreditor Agreement, with proceeds from asset sales pursuant to Section 2.9(d)(ii) of the MSD Credit Agreement (as defined in the ABL Intercreditor Agreement) or Section 2.4(d)(ii) of the Solus Credit Agreement (as defined in the ABL Intercreditor Agreement) so long as: (x) promptly but in any event no later than the date that is 10 Business Days prior to any disposition the proceeds of which will be used for any such payment or prepayment, Administrative Borrower delivers written notice to Agent listing the assets to be disposed of, the sale price of the same, and the scheduled date of such disposition, and (y) promptly but in any event, no later than the date that is 5 Business Days prior to such payment or prepayment, Administrative Borrower delivers to Agent a Borrowing Base Certificate demonstrating that immediately after giving effect to the applicable disposition of assets, no Overadvance will exist, (K) so long as no Event of Default exists at the time of payment or prepayment, substantially contemporaneous exchange of Permitted MSD Indebtedness and/or the Permitted Additional Term Indebtedness for Stock of Parent (or the direct or indirect parent of Parent) or prepayments or payments of Permitted MSD Indebtedness and/or the Permitted Additional Term Indebtedness with the proceeds of the issuance of Stock of Parent (or the direct or indirect parent of Parent) to any Person (other than Parent or any of its Subsidiaries) so long as the prepayments or payments are substantially contemporaneous with the accompanying issuance and (L) the purchase, redemption, defeasance, repurchase, exchange, retirement or cancellation of the Notes with, among other consideration (but in any event no consideration derived from any Loan), the proceeds of the 2017 Notes, so long as before and after giving effect to such purchase, redemption, defeasance, repurchase, exchange, retirement or cancellation, no Event of Default has occurred and is continuing, 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, 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, (DC) Indebtedness permitted under clauses (c), (d), (e), (f), (g), (h), (j) and (ki) of the definition of Permitted Indebtedness, and (ED) Indebtedness under the 2017 Notes Obligations, any Permitted MSD Indebtedness, or the Permitted Additional Term Loan Documents Indebtedness, except to the extent any such amendment, modification, or change referenced in this clause (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor AgreementD) in accordance with is not prohibited by the terms of the Intercreditor Agreement or the ABL Intercreditor Agreement, and as applicable, (Fii) Indebtedness under clause (s) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor AgreementLenders, 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.

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries toExcept in connection with Refinancing Indebtedness permitted by Section 6.1, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) , optionally or mandatorily prepay, redeem, defease, purchasepurchase (including, without limitation, any offer to repurchase or other payment based on excess cash flow or any similar terms, whether optional or mandatory, it being acknowledged and agreed that any such payment based on excess cash flow or any similar terms that is mandatory may be prohibited by the terms of this Agreement), or otherwise acquire any Subordinated Indebtedness, Second Secured Debt, Third Secured Debt, the Indebtedness evidenced by the Convertible Notes or other Indebtedness of any Loan Party or its SubsidiariesBorrower, other than (Ai) the Obligations in accordance with this Agreement, (Bii) Hedge Obligationsany optional payment, redemption or defeasance or open-market purchase of any Subordinated Indebtedness, Second Secured Debt, Third Secured Debt or other Indebtedness solely with the proceeds of common stock of Borrower or with Subordinated Indebtedness of Borrower, (Ciii) Permitted Intercompany Advances; provided that Loan Parties may optionally prepay or redeem Indebtedness so long as (A) the Payment Conditions are satisfiedaverage amount of Qualified Cash and Availability for the 30 day period prior to any such optional payment, orredemption or defeasance or open market purchase and the amount of Qualified Cash and Availability immediately after giving effect to any such optional payment, redemption or defeasance or open market purchase is not less than $10,000,000, and (B) immediately before and after the making of such purchase, redemption or defeasance, no Default or Event of Default shall have occurred and be continuing, any optional payment, redemption or defeasance or open market purchase of the Second Secured Notes, and (iv) the prepayment of the Indebtedness evidenced by the Convertible Notes solely with the common stock of Borrower in connection with a conversion exercised by the holders thereof in accordance with the terms of the Convertible Note as in effect on the Closing Date. (b) Directly Except in connection with Refinancing Indebtedness permitted by Section 6.1, 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, (c) Except in connection with Refinancing Indebtedness permitted by Section 6.1, directly or indirectly, amend, modify, alter, increase, or change (other than Permitted Changes) any of the terms or provisions of: (i) conditions of 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 clauses Section 6.1(b), (c), (f), (g), (h), (i), (j) and or (k) of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreementm), or (d) (i) Amend, modify or otherwise change its Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or (ii) the Governing Documents of amend, modify or otherwise change any Loan Party Material Contract, except that such amendment, modification, alteration, increase, or any of its Subsidiaries if the effect thereofchange pursuant to this paragraph (d) could not, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lendersresult in a Material Adverse Change.

Prepayments and Amendments. Each Loan Party Borrower will not, and will not permit any of the other Obligors to, and ACME Parent will not, and will not permit any of its Subsidiaries to,: (a) Except except in connection with Refinancing Indebtedness a refinancing permitted by Section 6.1, (i) optionally 7.1(e), prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of ACME Parent or any Loan Party or of its Subsidiaries, other than (i) Permitted Purchase Money Indebtedness if Borrower has Excess Liquidity in an amount equal to or greater than $15,000,000 after giving effect thereto, (ii) Permitted Purchase Money Indebtedness that is secured by the assets that are the subject of a Permitted Disposition and that is required to be prepaid as a result of such disposition, (iii) Indebtedness assumed or acquired in connection with a Permitted Acquisition, a Permitted Joint Venture Acquisition, or a Permitted Swap of a Station that is required to be prepaid as a result of a Permitted Disposition or Permitted Swap of the subject Station, (iv) the exercise of an early purchase option under the Master Lease Agreement with respect to certain equipment thereunder so long as the aggregate amount expended on such early purchase option plus the amount required by Bankers Commercial Corporation as cash collateral for future lease payments does not exceed $6,000,000 and the aggregate amount expended on such early purchase option is drawn exclusively from such $6,000,000 amount that, as of the date hereof, is held by Bankers Commercial Corporation as cash collateral, (v) prepayments of the Term Loan Indebtedness in accordance with Section 2.2, (vi) voluntary prepayments of the Term Loan Indebtedness in accordance with the Term Loan Agreement so long as (A) no Default or Event of Default exists immediately before or immediately after giving effect to such prepayment, (B) Borrower has delivered to Agent a new updated appraisal of the OLV Value of the Stations, which appraisal shall be of a date not later than 60 days prior to the date of the prepayment, (C) such appraisal establishes (after giving effect to such proposed prepayment) that (1) the Revolver Usage does not exceed 40% of the Eligible OLV Value and (2) the sum of the Revolver Usage and the outstanding principal amount of the Term Loan does not exceed 55% of the Eligible OLV Value, (D) Borrower has Required Availability both immediately prior to and after giving effect to the prepayment, and (E) the source of funds for the prepayment shall not be proceeds of Advances or proceeds of asset dispositions, or (vii) the Obligations in accordance with this Agreement, (B) Hedge Obligations, or (C) Permitted Intercompany Advances; provided that Loan Parties may optionally prepay or redeem Indebtedness so long as the Payment Conditions are satisfied, or, (b) Directly or indirectlyexcept in connection with a refinancing permitted by Section 7.1(e), 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 Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness permitted under clauses Sections 7.1(b) or (c)) if any such amendment, (h)modification, (j) and (k) of the definition of Permitted Indebtednessalteration, (E) Indebtedness under the Term Loan Documents (increase or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, change could reasonably be expected to be materially have an adverse effect on the Lender Group; provided that Borrower and its Subsidiaries may amend the Master Lease for the purpose of providing for the cash collateralization of Borrower’s and such Subsidiaries’ obligations thereunder in an amount of up to the interests $6,000,000, (c) directly or indirectly, amend, modify, alter, or change any of the Lendersterms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning the Key Leases, the Tower Leases, or the Affiliation Agreements, if the affect of such amendment, modification, alteration, or change reasonably could be expected to result in a Material Adverse Change, or (d) directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of the Term Loan Documents other than as permitted under the Intercreditor Agreement.

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 6.17.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge ObligationsPermitted Intercompany Advances, or (C) Permitted Intercompany Advances; provided that Loan Parties may optionally prepay Indebtedness owing under the ABL Credit Agreement, (D) Indebtedness owing under the Convertible Notes, subject at all times to the subordination provisions set forth in the Convertible Notes, (E) the conversion of any Indebtedness to Stock (other than Prohibited Preferred Stock) of Parent or redeem any prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness with the proceeds of issuance of Stock of Parent, and (F) commencing with the Fiscal Year ending December 31, 2018, on any date following the date on which Agent has received a prepayment (if required) pursuant to Section 2.4(d)(ii) arising from Excess Cash Flow for the immediately preceding Fiscal Year, 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, (ii) Borrowers are in compliance on a pro forma basis (giving effect to such prepayment, redemption, defeasance, purchase or other acquisition) with the covenants set forth in Section 8 recomputed for the most recently ended Fiscal Quarter for which financial statements have been delivered in accordance with Section 6.1, as if such payment had been made on the last day of such period, (iii) the Payment Conditions are satisfiedsatisfied and (iv) the amount of all such prepayments, redemptions, defeasances, purchases or other acquisitions of Indebtedness, together with all Restricted Junior Payments made pursuant to Section 7.9(d) in any Fiscal Year do not exceed twenty-five percent (25%) of Excess Cash Flow for the immediately preceding Fiscal Year, 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. (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 or concerning 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 Agent or Lenders, other than (A) the Obligations in accordance with this Agreement, (B) Hedge ObligationsPermitted Intercompany Advances, (C) Permitted Intercompany Advancesany ABL Loan Document if such amendment, modification or change is permitted under the Intercreditor Agreement and (D) Indebtedness permitted under clauses (c), (h), (j) and (ke) of the definition of Permitted Indebtedness; (ii) any Material Contract except to the extent that such amendment, (E) Indebtedness under modification, or change could not, individually or in the Term Loan Documents (or any Refinancing Indebtedness aggregate, reasonably be expected to result in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, 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 Agent and Lenders.

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, Make any payments (i) optionally prepay, redeem, defease, purchasewhether 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 acquire prohibited under any subordination agreement or intercreditor agreement relating to such Indebtedness, and (b) any prepayment, redemption, retirement, defeasance or acquisition of Specified Indebtedness of (together with any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, or (C) Permitted Intercompany Advancesaccrued interest and premiums thereon); provided that Loan Parties may optionally prepay or redeem Indebtedness so long as in the case of clause (b), the Payment Conditions are satisfiedsatisfied both immediately before and immediately after giving effect to the prepayment, orredemption, retirement, defeasance or acquisition of such Indebtedness. (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 Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness transaction permitted under clauses (c), (h), (j) Section 6.3 or 6.5 and (k) of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, or (ii) 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 changes that are not materially adverse to the interests of the Lenders in their capacity as such. (c) Amend, 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 final maturity date or otherwise accelerates amortization; (iv) increases the interest rate; (v) increases or adds any fees or charges; (vi) modifies any covenant in a manner or adds any representation, covenant or default that is more onerous or restrictive in any material respect for any Borrower or Subsidiary, or that is otherwise materially adverse to any Borrower, any Subsidiary or Lenders; (vii) in the case of the Existing Senior Notes results in the Obligations not constituting “Senior Indebtedness” under the Indenture; 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 Loan Parties shall be permitted to make any 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 amendment, supplement, or other 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.

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 a refinancing resulting in Permitted Refinancing Indebtedness, (ii) Permitted Excess Cash Flow Payments, or (iii) other mandatory prepayments with respect to any Indebtedness, prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Loan Party Parent or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, or (C) Permitted Intercompany Advances; provided that Loan Parties (i) Borrower, any Guarantor or any Foreign Subsidiary may optionally prepay Intercompany Advances owed to Borrower or redeem Indebtedness so long as any Guarantor; and (ii) Intercompany Advances made by Borrower or any Subsidiary of Borrower to any Subsidiary of Borrower may be converted into equity in any Subsidiary of Borrower to the Payment Conditions are satisfiedextent such Investment is described in clause (a) of the definition of “Permitted Investments” hereunder, orand (b) Directly Except in connection with a refinancing resulting in Permitted Refinancing Indebtedness, 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 Permitted any material Indebtedness other than (A) the Obligations of Parent or its Subsidiaries for borrowed money; provided that Intercompany Advances permitted hereunder may be cancelled or prepaid in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness permitted under clauses (c), (h), (j) and (k) consideration of the definition cancellation of Permitted Indebtedness, (E) Indebtedness under outstanding offsetting Intercompany Advances or intercompany payable or receivable amounts incurred in the Term Loan Documents (ordinary course of business so long as such cancellation or prepayment does not result in the payment of cash by Borrower or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or Guarantor to any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, or (ii) 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 LendersForeign Subsidiary.”

Prepayments and Amendments. Each Loan Party will notExcept in connection with a refinancing permitted by Sections 6.1 (c), and will not permit any of its Subsidiaries to(d), or (n), (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 Loan Party, WFF Foreign Loan Party or its Subsidiaries, Significant Subsidiary (other than (Ai) the Obligations in accordance with this Agreement, (Bii) Hedge Obligations, the WFF Obligations in accordance with the WFF Credit Agreement or (Ciii) Permitted Intercompany Advances; provided intercompany loans owed to Borrowers, intercompany loans among WFF Foreign Borrowers, intercompany loans among Guarantors, intercompany loans among WFF Foreign Guarantors, intercompany loans among Foreign Subsidiaries that are not Loan Parties or WFF Foreign Loan Parties, intercompany loans owed by any Guarantor to a Borrower, intercompany loans owed by any Foreign Subsidiary to a Borrower or WFF Foreign Borrower or intercompany loans owed by any Foreign Subsidiary to a Loan Party or WFF Foreign Loan Party), unless (x) with respect to Indebtedness other than the intercompany Indebtedness subordinated pursuant to the terms of the Intercompany Subordination Agreement, such Indebtedness has not been contractually subordinated to the Obligations in right of payment, (y) no Event of Default shall have occurred and be continuing or would result from such prepayment, redemption, defeasement, purchase or acquisition and (z) daily average Dollar Equivalent of WFF Excess Availability for the immediately preceding 30 consecutive day period is at least $15,000,000 and, immediately prior to such prepayment, redemption, defeasement, purchase or acquisition and immediately after giving effect to such prepayment, redemption, defeasement, purchase or acquisition, the Dollar Equivalent of WFF Excess Availability is at least $15,000,000; provided, that any Loan Party, WFF Foreign Loan Party or Significant Subsidiary may optionally prepay make optional prepayments of intercompany Indebtedness by set off (and not in cash) against obligations owed to such Loan Party, WFF Foreign Loan Party or redeem Indebtedness Significant Subsidiary by another Borrower or Subsidiary of a Borrower so long as no Event of Default shall have occurred and be continuing or would result from such set off; provided, however, that no Foreign Subsidiary may make any optional prepayment of intercompany Indebtedness owed by such Foreign Subsidiary to a Loan Party by set off to the Payment Conditions are satisfiedextent such prepayment is prohibited in the definition of “Permitted Investment”, (b) [intentionally omitted], (c) 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, or (bd) Directly directly or indirectly, amend, modify, alter, or change any of the terms or provisions of: conditions of (i) any of the WFF Loan Documents to the extent that the Intercreditor Agreement prohibits the holders of the WFF Indebtedness from so amending, modifying or supplementing the same or (ii) 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 clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor AgreementSection 6.1(b) in accordance with the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, or (ii) 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 a manner that is materially adverse to the interests of the Lenders.

Prepayments and Amendments. Each The Loan Party Parties will not, and will not permit any of its their Subsidiaries to, (a) Except at any time, directly or indirectly, make any prepayment in connection with Refinancing cash in respect of principal of or interest in any Subordinated Debt, any unsecured Indebtedness permitted by Section 6.1,or any other Indebtedness secured a Lien that is junior to the Lien securing the Obligations (collectively, “Junior Indebtedness”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Indebtedness more than one year prior to the scheduled maturity date thereof; provided that, for the avoidance of doubt and notwithstanding anything to the contrary herein, the ABL Obligations shall not constitute Junior Indebtedness, provided, further, that the foregoing shall not apply to: (i) optionally prepaythe 2017 Senior Convertible Notes, redeemprovided that with respect to principal thereof, defease, purchase, such payment may only be made if at the time of such payment the Net Leverage Ratio as of the most recently ended fiscal quarter of the Borrower is less than or otherwise acquire any Indebtedness equal to 7.00 to 1.00, (ii) conversion of any Loan Party or its Subsidiaries, Junior Indebtedness to Equity Interests of the Borrower (other than Disqualified Equity Interests), (iii) the payment, prepayment, repurchase, redemption, retirement, acquisition or payment on the account of any Junior Indebtedness (other than the 2017 Senior Convertible Notes) with any Refinancing Indebtedness in respect thereof, (iv) the payment, prepayment, repurchase, redemption, retirement, acquisition or payment on account of any intercompany indebtedness (A) the Obligations in accordance with this Agreementowing to a Loan Party to another Loan Party, (B) Hedge Obligations, or owing by a Subsidiary that is not a Loan Party to a Subsidiary that is not a Loan Party and (C) Permitted Intercompany Advances; provided owing by a Subsidiary that is not a Loan Parties may optionally prepay or redeem Party to a Loan Party and as to any Subordinated Debt, except as expressly permitted in the Subordination Agreement applicable thereto, (v) other than with respect to the 2017 Senior Convertible Notes (which shall be subject to clause (c) below), the payment of regularly scheduled interest (including any penalty interest, if applicable) and payment of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof), (vi) prior to the Amendment No. 1 Effective Date, prepayments of up to $50,000,000 in the aggregate of Junior Indebtedness so long as (A) before and after giving effect to such prepayment, no Default exists or would result therefrom, and (B) after giving pro forma effect to such prepayment, (1) Liquidity will be at least $15,000,000, and (2) the Net Leverage Ratio as of the Payment Conditions are satisfied, most recently ended fiscal quarter of the Borrower is less than 4.50 to 1.00; 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) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries or any documentation in respect of any Junior Indebtedness, 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, this Section 8.17(b) shall not prohibit the refinancing, renewal or extension of Junior Indebtedness to the extent otherwise permitted by Section 8.1; (c) at any time, directly or indirectly, make any repayment or prepayment in cash in respect of principal or interest or otherwise with respect to any 2017 Senior Convertible Notes, including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination thereof; provided that the Borrower shall be permitted to pay cash interest in respect of the 2017 Senior Convertible Notes, in an amount not to exceed $2,250,000 per year (in aggregate), solely to the 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 foregoing that are holders of the 2017 Senior Convertible Notes; and (d) directly or indirectly, amend, modify, or change any of the terms or provisions of the ABL Credit Agreement with respect to the Corre ABL Obligations, if the effect thereof is to (A) increase the rate or amount of interest, fees or premiums in respect of such Corre ABL Obligations, (B) shorten the maturity of any Corre ABL Obligations, (C) expand any right of Corre to instruct or direct the ABL Agent or block any action or determination by the ABL Agent or (D) otherwise result in terms and conditions in respect of such Corre ABL Obligations that are less favorable to the Borrower or any of its Subsidiaries than the terms in effect immediately upon the occurrence of the Amendment No. 6 Effective Date. (e) make any prepayment in respect of principal or interest or otherwise with respect to the Corre ABL Obligations (including any prepayments in connection with any Refinancing Indebtedness that does not comply with to Section 8.1(k)(ii)) unless (I) (A) before and after giving effect to such prepayment, no Default or Event of Default exists or would result therefrom and (B) immediately after giving effect to such prepayment, the Borrower would be able to borrow additional loans in respect of the Corre ABL Obligations in an amount equal to or greater than the amount of such prepayment, without the need for any waiver or modification of the terms of the ABL Credit Agreement or the other ABL Loan Documents (including any waiver or modification of borrowing conditions thereunder), and with no such waiver or modification under the ABL Loan Documents having been agreed in exchange for or in connection with such prepayment or (II) prepayments (and related and accrued interest and prepayment premiums due in connection therewith) of the Corre ABL Obligations required by Section 2.5(d) of the ABL Credit Agreement (as in effect on the Amendment No. 6 Effective Date).

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, (ia) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, or (C) Permitted Intercompany Advances; provided that Loan Parties may optionally prepay or redeem Indebtedness so long as the Payment Conditions are 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 other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) with respect to any Permitted Disposition, the amount of any Permitted Indebtedness permitted under clauses (c)secured by any Permitted Lien on the asset subject to such Permitted Disposition that is required to be, (h)and is, (j) and (k) of the definition of repaid in connection with such Permitted IndebtednessDisposition, or (E) other Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor AgreementLoan Parties and their Subsidiaries (other than any other Indebtedness that has been contractually subordinated in right of payment to the Obligations), so long as (1) no Event of Default has occurred and is continuing or would result therefrom and, (2) as of the date of such prepayment, redemption, defeasance, purchase or other acquisition, and after giving effect thereto (calculated on a pro forma basis as if such proposed prepayment, redemption, defeasance, purchase or other acquisition was made on the first day of such period), the Fixed Charge Coverage Ratio for the immediately preceding four (4) fiscal quarters ending on the last day of the applicable fiscal period prior to the date of such prepayment, redemption, defeasance, purchase or other acquisition for which -193- LEGAL_US_W # 114834644.8114834644.17 Agent has received financial statements shall be at least 1.10 to 1.00, and (F3) Indebtedness under clause Borrowers have Liquidity (sx) at all times during the 90 consecutive days immediately preceding the date of Permitted Indebtedness such prepayment, redemption, defeasance, purchase or other acquisition, calculated on a pro forma basis as if such prepayment, redemption, defeasance, purchase or other acquisition had been made on the first day -194- LEGAL_US_W # 114834644.8114834644.17 of such period, and (B) after giving effect to such prepayment, redemption, defeasance, purchase or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreementother acquisition, Borrowers shall have Liquidity of not less than $22,500,000, (b) in accordance with the applicable Additional Term Loan Intercreditor Agreement, or[reserved] (c) [reserved] (d) [reserved] (e) [reserved] (ii) the Governing Documents (vi) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, make any Loan Party Permitted Joint Venture Payment, or (iii) (vii) make any payment on account of its Subsidiaries if the effect thereof(A) [reserved], either individually or (B) any other Indebtedness that has been contractually subordinated in the aggregate, could reasonably be expected to be materially adverse right of payment to the interests of the Lenders.Obligations if such payment is not permitted at such time under subordination terms and conditions applicable thereto, or

Prepayments and Amendments. Each The Loan Party Parties will not, and will not permit any of its 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 any Loan Party Parent or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge ObligationsPermitted Intercompany Advances, or (C) with respect to any Permitted Intercompany Advances; provided Disposition, the amount of any Permitted Indebtedness (not to exceed for Parent and its Subsidiaries, with amounts prepaid pursuant to clause (E) below $750,000 in the aggregate of any fiscal year) secured by any Permitted Lien on the asset subject to such Permitted Disposition that is required to be, and is, repaid in connection with such Permitted Dispositions, (D) Indebtedness that is subordinated in right of payment to the Obligations to the extent the prepayment is expressly permitted at the time under the terms of the applicable subordination agreement pursuant to which Agent is party or the prepayment is funded solely with the identifiable proceeds of a Qualified Equity Contribution substantially contemporaneously with the prepayment, (E) Capital Lease Obligations (not to exceed for Parent and its Subsidiaries with amounts prepaid pursuant to clause (C) above, $750,000 in its aggregate in any fiscal year), (F) solely with respect to the (i) the SpeechIQ Incentive Payment, (ii) the SpeechIQ Holdback, (iii) the Teckst Incentive Payment, (iv) the Teckst Holdback or (v) the Engage Earn-Out, payments to the extent permitted by clause (ii) or (iii) below or (G) the Engage PPP Loan Parties may optionally prepay or redeem Indebtedness so long as the Payment Conditions payment is funded using the proceeds of the escrow arrangement in effect on the Sixth Amendment Effective Date; (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; or (iii) make any payment on account of (i) the SpeechIQ Incentive Payment, (ii) the SpeechIQ Holdback, (iii) the Teckst Incentive Payment, (iv) the Teckst Holdback or (v) the Engage Earn-Out, unless, in each case, (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and, in the case of any payment on account of subclauses (i) through (v), (B) immediately prior and immediately after giving effect to each such payment, Liquidity was and would remain $2,000,000 or more; provided, that any payments made pursuant to this clause (iii) may be made without regard to the restrictions set forth in sub-clauses (A) and (B) so long as any such payments are satisfiedfunded with (x) cash proceeds of direct or indirect common equity contributions in Borrower by Sponsor which are substantially simultaneously applied to make such payment or (y) any issuance of equity interests that are not otherwise prohibited under this Agreement, orin the case of clause (y) only, in form and substance reasonably satisfactory to Agent (Agent hereby acknowledges and agrees that the proceeds of the transactions contemplated by the Merger Documentation will satisfy this clause (y)). If payments in connection with this clause (iii) are restricted as a result of the occurrence of the events described in sub-clauses (A) or (B), or otherwise deferred in accordance with the SpeechIQ Acquisition Agreement, the Teckst Acquisition Agreement or the Engage Earn-Out, as applicable, such payments shall be deferred and any payments made in connection therewith 074658.16087/130783594v.4 shall be permitted solely when the occurrence of the events in sub-clauses (A) or (B) have been cured or waived by Agent and Lenders. (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 in any manner materially adverse to the interest of Agent or any Lender or which, by virtue of such amendment, modification or change would render such otherwise Permitted Indebtedness prohibited under Section 6.1 of this Agreement, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, and (DC) Indebtedness permitted under clauses (c), (f), (h), (j) and (k) of the definition of Permitted Indebtedness, (ii) the Advisory Agreement in any manner that would be adverse to the interests of the Agent or the Lenders; provided, (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness however, in respect thereof in accordance connection with the Intercreditor consummation of an IPO, the Advisory Agreement may be amended to remove the requirement to pay the annual management fee and instead pay the Permitted Term Out Fee upon the occurrence of such IPO, (iii) any Material Contract (other than the Advisory Agreement) except to the extent that such amendment, modification or change could not, individually or in accordance with the terms aggregate, reasonably be expected to be materially adverse to the interests of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor AgreementLenders, or (iiiv) 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.

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 any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, or (C) Permitted Intercompany Advances; provided , (D) with respect to any Permitted Disposition, the amount of any Permitted Indebtedness secured by any Permitted Lien on the asset subject to such Permitted Disposition that is required to be, and is, repaid in connection with such Permitted Disposition, or (E) other Indebtedness of the Loan Parties may optionally prepay and their Subsidiaries (other than the 2013 Convertible Notes Indebtedness, the 2016 Convertible Notes Indebtedness, any Permitted Mezzanine Debt, or redeem any other Indebtedness that has been contractually subordinated in right of payment to the Obligations), so long as (1) no Event of Default has occurred and is continuing or would result therefrom and (2) Borrowers have Liquidity (x) at all times during the Payment Conditions are satisfied90 consecutive days immediately preceding the date of such prepayment, redemption, defeasance, purchase or other acquisition, calculated on a pro forma basis as if such prepayment, redemption, defeasance, purchase or other acquisition had been made on the first day of such period, and (B) after giving effect to such prepayment, redemption, defeasance, purchase or other acquisition, Borrowers shall have Liquidity of not less than $22,500,000, (ii) make any payment on account of the 2013 Convertible Notes Indebtedness if such payment is not permitted at such time under the 2013 Convertible Notes Intercreditor Agreement, (iii) make any payment on account of the 2016 Convertible Notes Indebtedness if such payment is not permitted at such time under the 2016 Convertible Notes Intercreditor Agreement, (iv) make any payment on account of any Permitted Mezzanine Debt if such payment is not permitted at such time under the applicable Permitted Mezzanine Debt Intercreditor Agreement, (v) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, make any Permitted Joint Venture Payment, or (vi) 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 subordination terms and conditions applicable 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) the documents evidencing or concerning any Permitted Mezzanine Debt in a manner not permitted by the terms of the applicable Permitted Mezzanine Debt Intercreditor Agreement, (C) the 2013 Convertible Notes Documents in a manner not permitted by the terms of the 2013 Convertible Notes Intercreditor Agreement, (D) the 2016 Convertible Notes Documents in a manner not permitted by the terms of the 2016 Convertible Notes Intercreditor Agreement, (E) any other Indebtedness that has been contractually subordinated in right of payment to the Obligations to the extent permitted by the subordination agreements relative to such Indebtedness, (F) Hedge Obligations, (CG) Permitted Intercompany Advances, (D) Indebtedness permitted under clauses (c), (h), (j) and (kH) of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of other Permitted Indebtedness (so long as such Indebtedness continues to be Permitted Indebtedness after giving effect to such amendments, modifications or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreementchanges, or (ii) 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 could reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) any Material Contract if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

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,, LEGAL_US_W # 82509300.31 (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, or (C) Permitted Intercompany Advances; provided that Loan Parties may optionally prepay or redeem Indebtedness so long as the Payment Conditions are 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 other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, or (ii) 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.

Prepayments and Amendments. Each Loan Party Obligor will not, and will not permit any of its Subsidiaries to,permit (a) Except any of its Restricted Subsidiaries to amend, modify or change any of the terms or provisions of: (i) any Term Facility Document governing a Material Term Facility, except as not prohibited hereunder and does not contravene the Collateral Rights Agreement; and (ii) (A) any Intermediation Document (other than with respect to the MUFG Intermediation Facility and the PHR Intermediation Facility) in a manner that could reasonably be expected to have a Material Adverse Effect., (B) the definition of “Collateral” under the MUFG Intermediation Agreement or the PHR Intermediation Agreement, except with the Agent’s consent in its Permitted Discretion or (C) any Intermediation Document with respect to the MUFG Intermediation Facility or the PHR Intermediation Facility (except as provided in clause (B) above) in a manner that could reasonably be expected to be materially adverse to the Lenders. (b) any of its Restricted Subsidiaries (other than Intermediation Subsidiaries) to., except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire acquire (A) any contractually subordinated Indebtedness of any Loan Party or its Restricted Subsidiaries, unless permitted at such time under the subordination terms and conditions, (B) any Indebtedness of any Loan Party or its SubsidiariesRestricted Subsidiaries that is secured by a Lien (1) on the Collateral that is junior to Agent’s Liens or (2) on the Term Loan Collateral that is junior to the Liens that secure the Initial Term Loans, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, or or (C) Permitted Intercompany Advances; provided that Loan Parties may optionally prepay any other Indebtedness under any Term Facility governing a Material Term Facility (including the Term Loans (and any Refinancing Indebtedness in respect thereof)), or (D) any Indebtedness under the MUFG Intermediation Facility or redeem the PHR Intermediation Facility (and any Refinancing Indebtedness so long as in respect thereof), in each case, unless the Payment Conditions are satisfied, or (bii) Directly or indirectly, amend, modify, or change make any payment on account of the terms or provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) that has been contractually subordinated in right of payment to the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness if such payment is not permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (E) Indebtedness at such time under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the subordination terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, or (ii) 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 Lendersconditions.

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 any Loan Party or its Subsidiaries, whether voluntary or mandatory, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, or (C) Permitted Intercompany Advances; , or (D) adequate protection payments expressly provided for in the Financing Orders; (i) make any payment on account of Indebtedness that Loan Parties may optionally prepay or redeem Indebtedness so long as has been contractually subordinated in right of payment to the Payment Conditions are satisfied, orObligations if such payment is not permitted at such time under the subordination terms and conditions and the Approved Budget. (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 if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Agent or the Lenders, (ii) (A) the Senior Secured Notes Documents to the extent any such amendment, modification, or change (I) would make any of the covenants or defaults or events of default set forth in the Senior Secured Notes 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 Notes Documents, in each case, as in effect on the Closing Date, (II) would change to earlier dates any dates upon which payments of principal or interest are due thereon, (III) would change any redemption, mandatory prepayment, or defeasance provisions thereof, (IV) would restrict any Loan Party from making payments of the Obligations that would otherwise be permitted under the Senior Secured Notes Documents as in accordance with this effect on the Closing Date, (V) would increase the cash pay portion of any interest rate thereunder by more than 2.00 percentage points per annum or add any recurring fees or (VI) is in contravention of the Senior Secured Notes Intercreditor Agreement, (B) Hedge Obligationsthe Junior Lien Term Loan Documents to the extent any such amendment, modification, or change (I) would make any of the covenants or defaults or events of default set forth in the Junior Lien Term Loan Documents more restrictive as to Parent or any of its Subsidiaries than the covenants and defaults or events of default set forth in the Junior Lien Term Loan Documents, in each case, as in effect on the Closing Date, (II) would change to earlier dates any dates upon which payments of principal or interest are due thereon, (III) would change any redemption, mandatory prepayment, or defeasance provisions thereof, (IV) would restrict any Loan Party from making payments of the Obligations that would otherwise be permitted under the Junior Lien Term Loan Documents as in effect on the Closing Date, (V) would increase the cash pay portion of any interest rate thereunder by more than 2.00 percentage points per annum or add any recurring fees or (VI) is in contravention of any Junior Lien Intercreditor Agreement, or (C) Permitted Intercompany Advancesthe Junior Lien Notes Documents to the extent any such amendment, modification, or change (I) would make any of the covenants or defaults or events of default set forth in the Junior Lien Notes Documents more restrictive as to Parent or any of its Subsidiaries than the covenants and defaults or events of default set forth in the Junior Lien Notes Documents, in each case, as in effect on the Closing Date, (DII) Indebtedness would change to earlier dates any dates upon which payments of principal or interest are due thereon, (III) would change any redemption, mandatory prepayment, or defeasance provisions thereof, (IV) would restrict any Loan Party from making payments of the Obligations that would otherwise be permitted under clauses (c)the Junior Lien Notes Documents, in each case, as in effect on the Closing Date, (h), V) would increase the cash pay portion of any interest rate thereunder by more than 2.00 percentage points per annum or add any recurring fees or (jVI) and (k) is in contravention of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Junior Lien 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 Agent or the Lenders.

Prepayments and Amendments. Each Loan Party Borrower will not, and will not permit any of its Subsidiaries to, (a) Except in connection with (x) the Permitted Redemption, and (y) Permitted Refinancing of Indebtedness otherwise permitted by Section 6.1under this Agreement, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Loan Party Borrower or its Subsidiaries, other than (A) the Bank Obligations in accordance with this Agreement, (B) Hedge ObligationsPermitted Intercompany Advances, or (C) Permitted Intercompany Advances; provided First Lien Loan Voluntary Prepayments and (D) Permitted First Lien Loan Mandatory Prepayments, or (ii) make any payment on account of Indebtedness that Loan Parties may optionally prepay or redeem Indebtedness so long as has been contractually subordinated in right of payment to the Payment Conditions are satisfiedBank Obligations if such payment is not permitted at such time under the subordination terms and conditions of such contract, 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) Hedge Obligations, (C) Permitted Intercompany Advances, and (DC) Indebtedness permitted under clauses (c), (hd), (je), (f) (i), and (km) of the definition of Permitted Indebtedness (provided that, with respect to Indebtedness permitted under clause (f) of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents (any amendments, modifications or changes to repayment provisions in any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreementmaterial agreement, and (F) Indebtedness under clause (s) of instrument, document, indenture, or other writing evidencing or concerning such Permitted Indebtedness (which could be materially adverse to the Agent or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with Lenders, shall require the applicable Additional Term Loan Intercreditor Agreement, orprior written consent of Agent), (ii) 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 extent required by applicable law. (c) Without obtaining the prior written consent of Agent, agree to any material amendment, restatement, supplement or other modification to, or waiver of: (i) the LendersShareholders’ Agreement, (ii) the Warrant Agreements, (iii) the Preferred Shares Certificate of Designation, (iv) the Remaining Unsecured Notes Documents, or (v) any of its material rights under any Related Agreement (other than the First Lien Loan Documents, the Second Lien Loan Documents and the Third Lien Note Documents).

Prepayments and Amendments. Each Loan Party 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 Loan Party Parent or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge ObligationsPermitted Intercompany Advances, or and (C) Permitted Intercompany Advances; provided the ABL Indebtedness, or (ii) make any payment on account of Indebtedness that Loan Parties may optionally prepay or redeem Indebtedness so long as has been contractually subordinated in right of payment to the Payment Conditions are satisfiedObligations 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) Hedge Obligations, (C) Permitted Intercompany Advances, (DC) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (D) Indebtedness permitted under clause (r) of the definition of Permitted Indebtedness to the extent permitted under the applicable subordination terms and conditions, (E) the ABL Indebtedness to the extent permitted under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, Agreement and (F) any other Indebtedness permitted under clause (s) the definition of Permitted Indebtedness (so long as the effect thereof, either individually or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term aggregate, could not reasonably be expected to be materially adverse to the interests of the Lenders or Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor AgreementParties, or (ii) 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.

Prepayments and Amendments. Each Loan Party Borrower will not, and will not permit any of its Subsidiaries 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) mandatorily or optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Loan Party Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Hedge Obligations, or (C) Permitted Intercompany Advances; provided that the foregoing shall not prohibit (I) any voluntary prepayment of the Term Loan Parties may optionally prepay or redeem Indebtedness Obligations (each, a “Voluntary Term Loan Prepayment”) so long as (A) no Event of Default shall have occurred and be continuing or would result therefrom; and (B) (x) Excess Availability on the Payment Conditions are satisfieddate of such Voluntary Term Loan Prepayment (calculated on a pro forma basis after giving effect to such Term Loan Prepayment), Excess Availability for the 30 consecutive days immediately preceding such Voluntary Term Loan Prepayment and (on a projected basis) for the 30 consecutive days immediately following such Voluntary Term Loan Prepayment (each calculated on a pro forma basis after giving effect to such Term Loan Prepayment), in each case, shall not be less than the greater of 25% of the Maximum Revolver Amount and $12,500,000 or (y) each of (p) Excess Availability on the date of such Voluntary Term Loan Prepayment (calculated on a pro forma basis after giving effect to such Term Loan Prepayment), Excess Availability for the 30 consecutive days immediately preceding such Voluntary Term Loan Prepayment and (on a projected basis) for the 30 consecutive days immediately following such Voluntary Term Loan Prepayment (each calculated on a pro forma basis after giving effect to such Term Loan Prepayment), in each case, shall not be less than the greater of 20% of the Maximum Revolver Amount and $10,000,000 and (q) 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 the case of this clause (I), the Parent Borrower shall have delivered a customary officer’s certificate to Agent certifying compliance, (II) any mandatory prepayment of Term Loan Obligations if no Event of Default shall have occurred and be continuing or would result therefrom. and the Parent Borrower shall have delivered a customary officer’s certificate to Agent certifying compliance, (III) mandatory prepayments of the Term Loan Obligations from proceeds of sale Term Loan Priority Collateral (other than proceeds of issuance of Equity Interest) (and any such mandatory prepayment of the “loans” under the Term Loan Credit Agreement shall also be subject to the terms of the Intercreditor Agreement) or (IV) payment or prepayment of other secured Indebtedness (other than Term Loan Obligations) 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 the case of a sale or transfer) such sale or transfer is permitted hereunder and such Indebtedness is repaid on or prior to three (3) Business Days after the receipt of proceeds therefrom, or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment or security to the Obligations if such payment is not permitted at such time under the subordination terms and conditions. (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, (DC) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, Indebtedness and (ED) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, (ii) (A) any Food Product Grower Arrangement except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interest of any Loan Party or the Lenders or (B) any other Material Contract (other than any Food Product Grower Arrangement) except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse Effect (for the avoidance of doubt, Borrowers may terminate agreements with Seattle’s Best Coffee LLC and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor AgreementXxxxx Xxxxxxx Technologies, LLP), 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.

Prepayments and Amendments. Each Loan Party Borrower will not, and will not permit any of its Restricted 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 Loan Party Borrower or its SubsidiariesRestricted Subsidiaries (it being understood and agreed that no mandatory prepayment of the Term Loan pursuant to Section 2.4(b) of the Term Loan Credit Agreement shall be restricted under this Section 6.6(a)(i)), other than than: (A) the Obligations in accordance with this Agreement, (B) Indebtedness under Hedge Obligations, or (C) Permitted Intercompany Advances; provided that Loan Parties may optionally prepay or redeem Indebtedness so long as the Payment Conditions are 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 other than (A) the Obligations in accordance with this Agreement, (B) Hedge ObligationsAgreements, (C) Permitted Intercompany Advances(I) With respect to any intercompany Indebtedness that constitutes Subordinated Indebtedness, (x) any Loan Party may make any payments and prepayments of interest and principal in connection with any intercompany Indebtedness owing to any other Loan Party (other than Parent), (y) any Subsidiary which is not a Guarantor may make payments and prepayments of interest and principal in connection with any intercompany Indebtedness owing to other Subsidiaries which are not Guarantors, and (z) any Subsidiary which is not a Guarantor may make payments and prepayments of interest and principal in connection with any intercompany Indebtedness owing to a Loan Party; and (II) the cancellation, forgiveness or settlement of amounts owing to Thryv Parabolica Limited under the Malta Loan Agreement; provided, that (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) no cash payments shall be made by any Loan Party in connection with such transaction, (D) Indebtedness permitted under clauses (c), (h), (j) and (kany optional prepayment of the Term Loan pursuant to Section 2.4(a) of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) Credit Agreement in accordance with the terms of the Intercreditor Agreement, and so long as, after giving effect to such prepayment, each of the Payment Conditions is satisfied, (FE) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred Term Loan Debt Buyback in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with terms of the applicable Additional Term Loan Intercreditor Agreement, or so long as, after giving effect to such repurchase, each of the Payment Conditions is satisfied, (iiF) the Governing Documents conversion of any Loan Party or Junior Indebtedness to Qualified Equity Interests of Parent, (G) any optional prepayment of its Subsidiaries if the effect thereofany other Indebtedness not provided for in clauses (A) through (F) above so long as, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests as of the Lenders.date of any such payment, and after giving pro forma effect thereto, each of the Payment Conditions shall have been satisfied, and

Prepayments and Amendments. Each Loan Party 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 Loan Party Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligationsother than the Bond Debt as provided in Section 6.6(a)(ii) below, or and (C) Permitted Intercompany Advances, (ii) optionally prepay, redeem, defease, purchase, or otherwise acquire, any Bond Debt; provided provided, that Loan Parties Borrower may optionally repurchase, redeem, prepay or redeem Indebtedness acquire Bond Debt so long as (A) no Default or Event of Default exists or would be caused thereby, (B) Excess Availability at all times during the Payment Conditions are satisfied60 day period ending on the date of such repurchase, redemption, prepayment or acquisition is at least equal to the sum of the amount of such repurchase, redemption, prepayment or acquisition and 20% of the Maximum Revolver Amount, (C) after giving effect to such repurchase, redemption, prepayment or acquisition, Excess Availability is greater than 20% of the Maximum Revolver Amount, (D) the Fixed Charge Coverage Ratio is greater than 1.1:1.0 (calculated on a pro forma basis for the most recently ended 12 month period for which Agent has received financial statements and assuming for purposes of this provision only that such repurchase, redemption, prepayment or acquisition constitutes a Fixed Charge made on the last day of such period), (E) Borrower has provided Excess Availability projections, in form and substance satisfactory to Agent, demonstrating that Borrower will have Excess Availability of at least an amount equal to 20% of the Maximum Revolver Amount at all times during the 60 day period following such repurchase, redemption, prepayment or acquisition, and (F) Borrower has provided projections, in form and substance satisfactory to Agent, projecting that the Fixed Charge Coverage Ratio will be greater than 1.1:1.0 (calculated on a pro forma basis assuming for purposes of this provision only that such repurchase, redemption, prepayment or acquisition constitutes a Fixed Charge made on the last day of such period) for each 12 month period ending on the last day of each month during the one year after the proposed repurchase, redemption, prepayment or acquisition, 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) Hedge Obligations, (C) Permitted Intercompany Advances, and (DC) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, or (ii) 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.

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 any Loan Party or Parent and its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge ObligationsIndebtedness of Excluded Subsidiaries prepaid, redeemed, defeased, purchased or otherwise acquired by the Excluded Subsidiaries, (C) Permitted Intercompany Advances; provided that Loan Parties may optionally prepay Investments in accordance with the Intercompany Subordination Agreement, and (D) Indebtedness prepaid, redeemed, defeased, purchased or redeem Indebtedness so long as otherwise acquired from the Payment Conditions are satisfiedproceeds of equity issuances by, or capital contributions to, the Parent (a “Equity Contribution”), 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, notwithstanding the foregoing, there shall be no restrictions on the prepayment, redemption, defeasance, purchase or acquisition of Indebtedness if, after giving effect to such payment, redemption, defeasance, purchase or acquisition of such Indebtedness, the Specified Covenant Compliance Test will be satisfied. (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 ObligationsPermitted Intercompany Investments, and (C) Permitted Intercompany Advances, (D) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted IndebtednessIndebtedness except, that, the Parent and any of its Subsidiaries may amend, modify, alter or change the terms thereof to forgive, or cancel any portion of such Indebtedness (E) Indebtedness under other than pursuant to payments thereof), or to reduce the Term Loan Documents (interest rate or any Refinancing Indebtedness fees in respect thereof in accordance with the Intercreditor Agreement) in accordance with connection therewith, or to make the terms thereof less restrictive or burdensome to Borrowers, Guarantors or such Subsidiary or make any other amendment or modification of such Indebtedness that is not adverse to the interests of Agent or Lenders (it being understood and agreed that any amendment, modification, alteration or other change to the subordination provisions of any subordinated debt shall be deemed adverse to the interests of Agent and the Lenders), (ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor AgreementLenders, 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.

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 any Loan Party Parent or its SubsidiariesSubsidiaries (collectively, a “Prepayment”), other than (A) the Obligations in accordance with this Agreement, (B) Hedge ObligationsPermitted Intercompany Advances set forth in subsection (a) of the definition of Permitted Intercompany Advances, (C) up to $7,500,000 in the aggregate per annum with respect to Indebtedness described in clause (l) of the definition of Permitted Indebtedness, and (D) Permitted Purchase Money Indebtedness and Indebtedness permitted under clauses (j), (o), (u) and (w) of the definition of Permitted Indebtedness; provided, that, with respect to any such Prepayment pursuant to this clause (D) prior to the Term Loan Draw Date and on or after the full and final repayment of all Obligations in respect of the Term Loan, either (1)(x) Excess Availability for the five (5) consecutive Business Day period immediately preceding the Prepayment and after giving effect thereto shall be greater than 17.5% of the Loan Limit, and (y) the Fixed Charge Coverage Ratio reflected in the most recently delivered Compliance Certificate issued by Borrowers to Agent in accordance with the Credit Agreement with respect to a Reference Period, after giving pro forma effect to the Prepayment as a Fixed Charge paid on the first day of such Reference Period, shall be not less than 1.1:1.0, or (C2) Permitted (xx) Excess Availability for the five (5) consecutive Business Day period immediately preceding the Prepayment and after giving effect thereto shall be greater than thirty (30%) percent of the Loan Limit, and (yy) the average of the daily Excess Availability for the sixty-five (65) consecutive day period immediately preceding the Prepayment and after giving effect thereto shall be greater than 30% of the Loan Limit, and (3) as of the making of such Prepayment and after giving effect thereto, no Event of Default shall exist or have occurred and be continuing; provided, further, that with respect to any such Prepayment pursuant to this clause (D) at any time that Obligations in respect of the Term Loan are outstanding, (X) the Fixed Charge Coverage Ratio reflected in the most recently delivered Compliance Certificate issued by Borrowers to Agent in accordance with the Credit Agreement with respect to a Reference Period, after giving pro forma effect to (i) the Prepayment as a Fixed Charge paid on the first day of such Reference Period and (ii) payment of the then next four (4) consecutive scheduled amortization periods in respect of the Term Loan in accordance with Section 2.2(a)(after giving effect to any prepayment of the Term Loan), shall be not less than 1.1:1.0, and (Y) (i) Excess Availability for the five (5) consecutive Business Day period immediately preceding the Prepayment and after giving effect thereto shall be greater than thirty (30%) percent of the Loan Limit, (ii) the average of the daily Excess Availability for the sixty-five (65) consecutive day period immediately preceding the Prepayment and after giving effect thereto shall be greater than 30% of the Loan Limit, and (iii) not less than five (5) Business days prior to the Prepayment, Borrowers shall have delivered to Agent projections, in form and substance satisfactory to Agent, with respect to the first two full fiscal month period that will immediately follow such Prepayment if made, which shall project that the average of the daily Excess Availability for such two fiscal month period shall be not less than thirty (30%) percent of the Loan Limit, (i) without limitation upon the rights of Borrowers under Sections 5.17 and 5.18 hereof, 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 applicable thereto including, without limitation, under the Intercompany Advances; provided that Subordination Agreement, any other applicable subordination agreement, and the Subordinated Debt Documents of the Loan Parties may optionally prepay or redeem Indebtedness so long as the Payment Conditions are satisfiedDocuments, 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 Subordinated Indebtedness or Permitted Intercompany Advances, (C) to the extent expressly permitted with respect to Refinancing Indebtedness, in accordance with the definition thereof, and (D) other Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness; provided, that, with respect to this subsection (D), any such amendment, modification or change to any agreement, instrument, document, indenture, or other writing evidencing or concerning such other Indebtedness shall not (i) cause such Indebtedness to cease to be Permitted Indebtedness, (Eii) Indebtedness under result in a shortening of the Term Loan Documents average weighted maturity (measured as of the date of such amendment, modification or change) of such Indebtedness, or (iii) when taken as a whole, reasonably be expected to be materially adverse to the interests of Lenders; and further, provided, that, with respect to this Subsection (D), if any such Indebtedness, when initially incurred, required Agent or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor AgreementLender approval, and (F) Indebtedness under clause (s) of Permitted Indebtedness (any such amendment, modification or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, orchange shall be subject to such approval. (ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lenders, (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 Lenders, or (iv) the Receivables Purchase Agreement without the prior written consent of the Required Lenders (including the Co-Collateral Agents) unless such amendment, modification, or change could not, in the aggregate, reasonably be expected to be adverse to the interests of Agent, Co-Collateral Agents or Lenders, as determined by Agent.