Common use of Prepayments, etc. of Certain Indebtedness Clause in Contracts

Prepayments, etc. of Certain Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments and subject to no Event of Default arising under Section 8.01(a), (f) or (g) then existing or resulting therefrom, AHYDO payments and, in connection with the amendment of any Junior Financing, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) any (i) Indebtedness permitted pursuant to Section 7.03(v), (ii) Indebtedness subordinated in right of payment incurred under Section 7.03, (iii) any other Indebtedness for borrowed money of a Loan Party that is (x) subordinated in right of payment to the Obligations expressly by its terms or (y) is secured on a junior lien basis to the Liens securing the Obligations (other than Indebtedness among the Borrower and the Restricted Subsidiaries) or (iv) unsecured Indebtedness in an amount greater than $35,000,000 (in the case of clauses (ii), (iii) and (iv), collectively, “Junior Financing”) except (A) the refinancing thereof with any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), (B) the conversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (C) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary in accordance with the subordination provisions applicable to any such Indebtedness, (D) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity in an aggregate amount not to exceed the Available Additional Basket at such time; provided that payments referred to in this clause (D) shall only be permitted so long as (i) no Event of Default then exists or would result therefrom and (ii) after giving effect thereto, the Consolidated Total Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 6.50:1.00, (E) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity in an amount of any Excluded Contribution, (F) other repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings; provided, that at the time of and after giving effect thereto, (x) the Consolidated First Lien Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 4.50:1.00 and (y) no Event of Default then exists or would result therefrom; and (G) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v), including fees and expenses related thereto, so long as no Event of Default then exists or would result therefrom. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing Documentation, the outstanding principal amount of which is greater than $35,000,000, without the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned). Notwithstanding anything to the contrary in any Loan Document, the Borrower may make regularly scheduled payments of interest and fees on any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing, and may make any payments required by the terms of such Indebtedness in order to avoid the application of Section 163(e)(5) of the Code to such Indebtedness.

Prepayments, etc. of Certain Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments and subject to no Event of Default arising under Section 8.01(a), (f) or (g) then existing or resulting therefrom, AHYDO payments and, in connection with the amendment of any Junior Financing, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) any (i) subordinated Indebtedness permitted pursuant to Section 7.03(v), (ii) Indebtedness subordinated in right of payment incurred under Section 7.03, (iii) or any other Indebtedness for borrowed money of a Loan Party that is (x) subordinated in right of payment to the Obligations expressly by its terms or (y) is secured on a junior lien basis to the Liens securing the Obligations (other than Indebtedness among the Borrower and the its Restricted Subsidiaries) or (iv) unsecured Indebtedness in an amount greater than $35,000,000 (in the case of clauses (ii), (iii) and (iv), collectively, “Junior Financing”) except ), except (Ai) the refinancing thereof with any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), , to the extent not required to prepay any Loans pursuant to Section 2.05(b), (Bii) the conversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, , (Ciii) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary in accordance with the subordination provisions applicable to any such Indebtedness, and (Div) repaymentsprepayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case Financings prior to their respective scheduled maturity in an aggregate amount not to exceed exceed, when combined with the Available Additional Basket at such time; provided that payments referred to in this clause (D) shall only be permitted so long as (i) no Event amount of Default then exists or would result therefrom and (ii) after giving effect thereto, the Consolidated Total Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 6.50:1.00, (E) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted Restricted Payments pursuant to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity in an amount of any Excluded Contribution, (F) other repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings; provided, that at the time of and after giving effect thereto, (x) the Consolidated First Lien Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 4.50:1.00 and (y) no Event of Default then exists or would result therefrom; and (G) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v7.06(g), including fees and expenses related thereto, so long as no Event of Default then exists or would result therefrom$100,000,000. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Indebtedness permitted pursuant to Section 7.03(v) or Junior Financing Documentation in respect of any Junior Financing Documentation, the having an aggregate outstanding principal amount in excess of which is greater than $35,000,000, the Threshold Amount without the consent of the Administrative Agent (such which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed). Notwithstanding anything to the contrary in any Loan Document, the Borrower may make regularly scheduled payments of interest and fees on any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing, and may make any payments required by the terms of such Indebtedness in order to avoid the application of Section 163(e)(5) of the Code to such Indebtedness.

Prepayments, etc. of Certain Indebtedness. (a) Prepay, redeem, purchase, defease defease, settle in cash or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, other than Obligations under the Loan Documents and prepayments of Indebtedness made in order to effect a refinancing of such Indebtedness by other Indebtedness that is permitted under Section 7.01 of this Agreement (it being understood each such prepayment, redemption, purchase, defeasement, settlement or satisfaction referred to as an “Indebtedness Prepayment”), except that payments of regularly scheduled principal, interest the Company may make Indebtedness Prepayments so long as (i) (A) both immediately prior to any such Indebtedness Prepayment and mandatory prepayments and subject after giving effect to such Indebtedness Prepayment no Default or Event of Default arising under Section 8.01(a), shall exist and (fB) or (g) then existing or resulting therefrom, AHYDO payments and, in connection with the amendment of any Junior Financing, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal aggregate amount or effective yield of such Junior Financing) shall be permitted) Indebtedness Prepayments does not exceed $75,000,000 during any (i) Indebtedness permitted pursuant to Section 7.03(v), fiscal year or (ii) both immediately prior to any such Indebtedness subordinated in right Prepayment and after giving effect to such Indebtedness Prepayment: (X) no Default or Event of payment incurred under Section 7.03Default shall exist, (iiiY) any other Indebtedness for borrowed money of a Loan Party that the Company and its Subsidiaries shall be in Pro Forma Compliance, and (Z) the Pro Forma Prepayment Test Amount is (x) subordinated in right of payment equal to the Obligations expressly by its terms or (y) is secured on a junior lien basis to the Liens securing the Obligations (other than Indebtedness among the Borrower and the Restricted Subsidiaries) or (iv) unsecured Indebtedness in an amount greater than $35,000,000 150,000,000 on a pro forma basis for the fiscal quarter during which such Indebtedness Prepayment is made and each of the next three fiscal quarters (as evidenced, in the case of clauses (ii), (iiiY) and (ivZ), collectively, “Junior Financing”) except (A) the refinancing thereof with any Indebtedness (by a Pro Forma Compliance Certificate and a Prepayment Test Amount Certificate submitted not less than 5 Business Days and not more than 90 days prior to the extent date of any such Indebtedness constitutes a Permitted Refinancing andPrepayment), if in which case, such Indebtedness was originally incurred under Section 7.03(g), is permitted Prepayments pursuant to Section 7.03(g)), (B) the conversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (C) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary in accordance with the subordination provisions applicable to any such Indebtedness, (D) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity in an aggregate amount not to exceed the Available Additional Basket at such time; provided that payments referred to in this clause (D) shall only be permitted so long as (i) no Event of Default then exists or would result therefrom and (ii) after giving effect thereto, the Consolidated Total Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 6.50:1.00, (E) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity may be made in an amount of any Excluded Contribution, up to the difference (Fif a positive number) other repaymentsbetween such Prepayment Test Amount (as measured prior to giving effect to such Indebtedness Prepayment) and $150,000,000. Notwithstanding the foregoing, redemptionsin the event the Xxxxxx Acquisition is not consummated or if consummated, purchases, defeasances the assets and other payments in respect equity acquired are less than all of Indebtedness permitted the assets and equity proposed to be acquired pursuant to Section 7.03(v) and Junior Financings; provided, that at the time of and after giving effect thereto, (x) the Consolidated First Lien Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as terms of the end of Xxxxxx Acquisition Documents, the most recently ended Test Period, is less than or equal to 4.50:1.00 and (y) no Event of Default then exists or would result therefrom; and (G) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v), including fees and expenses related thereto, so long as no Event of Default then exists or would result therefrom. (b) Amend, modify or change in any manner materially adverse Company may redeem up to the interests of the Lenders any term or condition of any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing Documentation, the outstanding entire principal amount of the Senior Notes pursuant to the "Special Mandatory Redemption" provisions as set forth in the indentures pursuant to which is greater than $35,000,000, without the consent of the Administrative Agent (such consent not Senior Notes are to be unreasonably withheld, delayed or conditioned). Notwithstanding anything to the contrary in any Loan Document, the Borrower may make regularly scheduled payments of interest and fees on any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing, and may make any payments required by the terms of such Indebtedness in order to avoid the application of Section 163(e)(5) of the Code to such Indebtednessissued.

Prepayments, etc. of Certain Indebtedness. (ai) Prepay, redeem, purchase, defease defease, settle in cash or otherwise satisfy prior to the scheduled maturity thereof in any manner any of the Indenture Indebtedness or any Additional Indebtedness (it being understood that payments of regularly scheduled principalsuch prepayments, interest redemptions, purchases, defeases, settlements or satisfactions referred to as “Indenture Prepayments”), except that, the Company may make such Indenture Prepayments so long as both immediately prior to such Indenture Prepayments and mandatory prepayments after giving effect to such Indenture Prepayments, any other Indenture Prepayments the Company intends in good faith to make during any applicable fiscal quarter and subject any Restricted Payments described in Section 7.06(f) the Company intends in good faith to make during any applicable fiscal quarter: (A) no Default or Event of Default arising under Section 8.01(a)shall exist, (fB) the Company and its Subsidiaries shall be in Pro Forma Compliance, and (C) if the Consolidated Total Lease Adjusted Leverage Ratio (either immediately prior to or (gafter giving effect to such Indenture Prepayment) then existing is greater than or resulting therefrom, AHYDO payments and, in connection with the amendment of any Junior Financingequal to 4.75 to 1.00, the payment Repurchase Test Amount (calculated as described in the definition of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) any (i) Indebtedness permitted pursuant to Section 7.03(v), (ii) Indebtedness subordinated in right of payment incurred under Section 7.03, (iii) any other Indebtedness for borrowed money of a Loan Party that is (x) subordinated in right of payment to the Obligations expressly by its terms or (y“Pro Forma Compliance”) is secured on a junior lien basis to the Liens securing the Obligations (other than Indebtedness among the Borrower and the Restricted Subsidiaries) or (iv) unsecured Indebtedness in an amount greater than or equal to $35,000,000 (140,000,000, as evidenced, in the case of clauses (ii), (iiiB) and (ivC), collectively, “Junior Financing”) except (A) the refinancing thereof with any Indebtedness (by a Pro Forma Compliance Certificate and a Repurchase Test Amount Certificate submitted not less than 5 Business Days and not more than 90 days prior to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), (B) the conversion or exchange date of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (C) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary in accordance with the subordination provisions applicable to any such Indebtedness, (D) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity in an aggregate amount not to exceed the Available Additional Basket at such time; provided that payments referred to in this clause (D) shall only be permitted so long as (i) no Event of Default then exists or would result therefrom and (ii) after giving effect thereto, the Consolidated Total Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 6.50:1.00, (E) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity in an amount of any Excluded Contribution, (F) other repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings; provided, that at the time of and after giving effect thereto, (x) the Consolidated First Lien Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 4.50:1.00 and (y) no Event of Default then exists or would result therefrom; and (G) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v), including fees and expenses related thereto, so long as no Event of Default then exists or would result therefromIndenture Prepayment. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing Documentation, the outstanding principal amount of which is greater than $35,000,000, without the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned). Notwithstanding anything to the contrary in any Loan Document, the Borrower may make regularly scheduled payments of interest and fees on any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing, and may make any payments required by the terms of such Indebtedness in order to avoid the application of Section 163(e)(5) of the Code to such Indebtedness.

Prepayments, etc. of Certain Indebtedness. (a) Prepay, redeem, purchase, defease defease, settle in cash or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, other than Obligations under the Loan Documents and prepayments of Indebtedness made in order to effect a permitted refinancing of such Indebtedness, (it being understood each such prepayment, redemption, purchase, defeasement, settlement or satisfaction referred to as an “Indebtedness Prepayment”), except that payments of regularly scheduled principal, interest the Company may make Indebtedness Prepayments so long as (i) (A) both immediately prior to any such Indebtedness Prepayment and mandatory prepayments and subject after giving effect to such Indebtedness Prepayment no Default or Event of Default arising under Section 8.01(a), shall exist and (fB) or (g) then existing or resulting therefrom, AHYDO payments and, in connection with the amendment of any Junior Financing, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal aggregate amount or effective yield of such Junior Financing) shall be permitted) Indebtedness Prepayments does not exceed $50,000,000 during any (i) Indebtedness permitted pursuant to Section 7.03(v), fiscal year or (ii) both immediately prior to any such Indebtedness subordinated in right Prepayment and after giving effect to such Indebtedness Prepayment: (X) no Default or Event of payment incurred under Section 7.03Default shall exist, (iiiY) any other Indebtedness for borrowed money of a Loan Party that the Company and its Subsidiaries shall be in Pro Forma Compliance, and (Z) the Pro Forma Prepayment Test Amount is (x) subordinated in right of payment equal to the Obligations expressly by its terms or (y) is secured on a junior lien basis to the Liens securing the Obligations (other than Indebtedness among the Borrower and the Restricted Subsidiaries) or (iv) unsecured Indebtedness in an amount greater than $35,000,000 150,000,000 on a pro forma basis for the fiscal quarter during which such Indebtedness Prepayment is made and each of the next three fiscal quarters (as evidenced, in the case of clauses (ii), (iiiY) and (ivZ), collectively, “Junior Financing”) except (A) the refinancing thereof with any Indebtedness (by a Pro Forma Compliance Certificate and a Prepayment Test Amount Certificate submitted not less than 5 Business Days and not more than 90 days prior to the extent date of any such Indebtedness constitutes a Permitted Refinancing andPrepayment), if in which case, such Indebtedness was originally incurred under Section 7.03(g), is permitted Prepayments pursuant to Section 7.03(g)), (B) the conversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (C) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary in accordance with the subordination provisions applicable to any such Indebtedness, (D) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity in an aggregate amount not to exceed the Available Additional Basket at such time; provided that payments referred to in this clause (D) shall only be permitted so long as (i) no Event of Default then exists or would result therefrom and (ii) after giving effect thereto, the Consolidated Total Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 6.50:1.00, (E) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity may be made in an amount of any Excluded Contribution, up to the difference (Fif a positive number) other repayments, redemptions, purchases, defeasances and other payments in respect of between such Prepayment Test Amount (as measured prior to giving effect to such Indebtedness permitted pursuant to Section 7.03(vPrepayment) and Junior Financings; provided, that at the time of and after giving effect thereto, (x) the Consolidated First Lien Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 4.50:1.00 and (y) no Event of Default then exists or would result therefrom; and (G) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v), including fees and expenses related thereto, so long as no Event of Default then exists or would result therefrom$150,000,000. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing Documentation, the outstanding principal amount of which is greater than $35,000,000, without the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned). Notwithstanding anything to the contrary in any Loan Document, the Borrower may make regularly scheduled payments of interest and fees on any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing, and may make any payments required by the terms of such Indebtedness in order to avoid the application of Section 163(e)(5) of the Code to such Indebtedness.

Prepayments, etc. of Certain Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments and subject to no Event of Default arising under Section 8.01(a), (f) or (g) then existing or resulting therefrom, AHYDO payments and, in connection with the amendment of any Junior Financing, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) any (i) subordinated Indebtedness permitted pursuant to Section 7.03(v), (ii) Indebtedness subordinated in right of payment incurred under Section 7.03, (iii) or any other Indebtedness for borrowed money of a Loan Party that is (x) subordinated in right of payment to the Obligations expressly by its terms or (y) is secured on a junior lien basis to the Liens securing the Obligations (other than Indebtedness among the Borrower and the its Restricted Subsidiaries) or (iv) unsecured Indebtedness in an amount greater than $35,000,000 (in the case of clauses (ii), any Senior Notes, any unsecured Permitted Ratio Debt or any Permitted Refinancing of any Senior Notes or any unsecured Permitted Ratio Debt (iii) and (iv), collectively, “Junior Financing”) except ), except (Ai) the refinancing thereof with any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), , to the extent not required to prepay any Loans pursuant to the mandatory prepayment provisions of the Term Loan Credit Agreement, (Bii) the conversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, , (Ciii) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary in accordance with the subordination provisions applicable to any such Indebtedness, and (Div) repaymentsprepayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case Financings prior to their respective scheduled maturity in an aggregate amount not to exceed exceed, when combined with the Available Additional Basket at such time; provided that payments referred amount of Restricted Payments pursuant to in this clause Section 7.06(g), $50,000,000 plus if (DA) shall only be permitted so long as (i) no Event of Default then exists or would result therefrom and (ii) after giving effect thereto, the Consolidated Total Net Leverage Ratio (calculated on a Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 6.50:1.00, (E) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant 4.75 to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity in an amount of any Excluded Contribution, (F) other repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings; provided, that at the time of and after giving effect thereto1.00, (xB) the Consolidated First Lien Net Secured Leverage Ratio (calculated on a Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 4.50:1.00 3.75 to 1.00 and (yC) no Event of Default then exists or would result therefrom; and (G) repaymentsthe Payment Condition is satisfied, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v), including fees and expenses related thereto, so long as no Event of Default then exists or would result therefromthe Cumulative Credit at such time. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Indebtedness permitted pursuant to Section 7.03(v) or Junior Financing Documentation in respect of any Junior Financing Documentation, the having an aggregate outstanding principal amount in excess of which is greater than $35,000,000, the Threshold Amount without the consent of the Administrative Agent (such which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed). Notwithstanding anything to the contrary in any Loan Document, the Borrower may make regularly scheduled payments of interest and fees on any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing, and may make any payments required by the terms of such Indebtedness in order to avoid the application of Section 163(e)(5) of the Code to such Indebtedness.

Prepayments, etc. of Certain Indebtedness. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly (a) Prepayprepay, redeem, purchase, defease or otherwise satisfy or make any unscheduled payment, in each case, prior to the scheduled maturity thereof in any manner (it being understood whether directly or indirectly) on Junior Indebtedness, (except for payments in an aggregate amount not exceeding $30,000,000 plus, so long as immediately prior to and after giving effect to any such payment the Total Leverage Incurrence Test (calculated on a Pro Forma Basis) would have been satisfied, the Available Amount; provided that, at the time of such payment pursuant to this clause (a) and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, or (b) make any payment in violation of any subordination terms of, any Junior Indebtedness for borrowed money (other than any intercompany Indebtedness and the Loans).; provided that payments of regularly the Borrower may prepay, redeem, purchase, defease or otherwise satisfy or make any unscheduled payment, in each case, prior to the scheduled principalmaturity thereof in any manner (whether directly or indirectly) on Junior Indebtedness: (i) in an aggregate amount not exceeding, interest and mandatory prepayments and (x) $40,000,000 plus (y) the Available Amount; provided that, subject to Section 1.04(a), at the time of any payment pursuant to this clause (i)(y) in reliance on clause (b) of the definition of Available Amount, immediately after giving effect thereto, (1) no Event of Default arising under Section 8.01(a)shall have occurred and be continuing, (f2) or the Borrower shall be in compliance with Section 7.11 on a Pro Forma Basis and (g3) then existing or resulting therefrom, AHYDO payments and, in connection with the amendment of any Junior Financing, the payment of related fees Total Leverage Incurrence Test (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financingcalculated on a Pro Forma Basis) shall be permitted) any (i) Indebtedness permitted pursuant to Section 7.03(v), satisfied; (ii) Indebtedness subordinated subject to Section 1.04(a), in right of payment incurred under Section 7.03, (iii) any other Indebtedness for borrowed money of a Loan Party that is an unlimited amount so long as (x) subordinated on Pro Forma Basis the Borrower is in right of payment to the Obligations expressly by its terms or compliance with Section 7.11, (y) no Event of Default has occurred and is secured continuing on the date of such payment and (z) the Consolidated Leverage Ratio (calculated on a junior lien basis to the Liens securing the Obligations (other than Indebtedness among the Borrower and the Restricted SubsidiariesPro Forma Basis) or (iv) unsecured Indebtedness in an amount shall be no greater than $35,000,000 (in the case of clauses (ii), 3.50 to 1.00; (iii) and (iv), collectively, “Junior Financing”) except (A) the refinancing thereof (in whole or part) with the net cash proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing permitted refinancing debt in respect thereof and, if such Indebtedness was originally incurred under Section 7.03(g)in any case, is permitted to be incurred pursuant to Section 7.03(g7.01)),; (Biv) the conversion (x) in exchange for, or exchange with proceeds of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (C) the prepayment of Indebtedness issuance of, Capital Stock of the Borrower and/or any capital contribution in respect of Capital Stock of the Borrower, (y) as a result of the conversion of all or any Restricted Subsidiary portion of any such Indebtedness into Capital Stock of the Borrower and (z) to the Borrower or any Restricted Subsidiary extent otherwise restricted, payment in accordance kind interest with the subordination provisions applicable respect to any such Indebtedness, (D) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity in an aggregate amount not to exceed the Available Additional Basket at such time; provided that payments referred to in this clause (D) shall only be permitted so long as (i) no Event of Default then exists or would result therefrom and (ii) after giving effect thereto, the Consolidated Total Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 6.50:1.00, (E) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity in an amount of any Excluded Contribution, (F) other repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings; provided, that at the time of and after giving effect thereto, (x) the Consolidated First Lien Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 4.50:1.00 and (y) no Event of Default then exists or would result therefrom; and (Gv) repayments, redemptions, purchases, defeasances and other payments in respect as part of Indebtedness permitted pursuant to Section 7.03(v), including fees and expenses related thereto, so long as no Event of Default then exists or would result therefroman applicable high yield discount obligation catch-up payment. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing Documentation, the outstanding principal amount of which is greater than $35,000,000, without the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned). Notwithstanding anything to the contrary in any Loan Document, the Borrower may make regularly scheduled payments of interest and fees on any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing, and may make any payments required by the terms of such Indebtedness in order to avoid the application of Section 163(e)(5) of the Code to such Indebtedness.

Prepayments, etc. of Certain Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner manner, or make any payment in violation of any subordination terms of, the Subordinated Indenture Indebtedness or any Indebtedness permitted by Section 7.01(d); except that: (it being understood that payments a) the Borrower or any Subsidiary may refinance any amount of regularly Subordinated Indebtedness at any time (including prior to its scheduled principal, interest and mandatory prepayments and subject maturity) using only the proceeds of new Subordinated Indebtedness; and (b) in addition to no Event of Default arising under Section 8.01(aany refinancings permitted by clause (a), (f) so long as no Default exists or (g) then existing will result from such prepayment, redemption, purchase, defeasance or resulting therefrom, AHYDO payments and, in connection with the amendment of any Junior Financingother satisfaction, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) any (i) Indebtedness permitted pursuant to Section 7.03(v), (ii) Indebtedness subordinated in right of payment incurred under Section 7.03, (iii) any other Indebtedness for borrowed money of a Loan Party that is (x) subordinated in right of payment to the Obligations expressly by its terms or (y) is secured on a junior lien basis to the Liens securing the Obligations (other than Indebtedness among the Borrower and the Restricted Subsidiaries) or (iv) unsecured Indebtedness in an amount greater than $35,000,000 (in the case of clauses (ii), (iii) and (iv), collectively, “Junior Financing”) except (A) the refinancing thereof with any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), (B) the conversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct Subsidiaries may prepay, redeem, purchase, defease or indirect parents, (Cotherwise satisfy Subordinated Indenture Indebtedness or other Indebtedness permitted by Section 7.01(d) the prepayment of Indebtedness in an aggregate amount not in excess of the following (each such allowance amount for any given year being referred to as an “Annual Allowance Amount”): (i) $30,000,000 for calendar year 2008 and (ii) for each calendar year thereafter, $30,000,000 plus 50% of the cumulative Net Cash Proceeds received from all permitted Dispositions of property (excluding any gain that results in income) during such year; provided further, however, that the unused portion of the Annual Allowance Amount in any year may not be carried over into subsequent calendar years; and provided, further, that upon request, the Borrower or any Restricted Subsidiary shall provide to the Borrower or Administrative Agent a year-to-date calculation of (y) any Restricted Subsidiary in accordance with the subordination provisions applicable to any such Indebtedness, (D) repaymentsprepayments, redemptions, purchases, defeasances and other defeasances, satisfactions or payments made under this Section 7.16(b) in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity in an aggregate amount not to exceed the Available Additional Basket at such time; provided that payments referred to in this clause (D) shall only be permitted so long as (i) no Event of Default then exists or would result therefrom year and (ii) after giving effect thereto, the Consolidated Total Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 6.50:1.00, (E) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity in an amount of any Excluded Contribution, (F) other repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings; provided, that at the time of and after giving effect thereto, (xz) the Consolidated First Lien Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 4.50:1.00 and (y) no Event of Default then exists or would result therefrom; and (G) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v)Annual Allowance Amount for such year, including fees any supporting documentation validating any Dispositions of property and expenses related thereto, so long as no Event determination of Default then exists or would result therefromNet Cash Proceeds. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing Documentation, the outstanding principal amount of which is greater than $35,000,000, without the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned). Notwithstanding anything to the contrary in any Loan Document, the Borrower may make regularly scheduled payments of interest and fees on any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing, and may make any payments required by the terms of such Indebtedness in order to avoid the application of Section 163(e)(5) of the Code to such Indebtedness.

Prepayments, etc. of Certain Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments and subject to no Event of Default arising under Section 8.01(a), (f) or (g) then existing or resulting therefrom, AHYDO payments and, in connection with the amendment of any Junior Financing, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) any (i) Indebtedness permitted pursuant to Section 7.03(v), (ii) Indebtedness subordinated in right of payment incurred under Section 7.03, (iii) any other Indebtedness for borrowed money of a Loan Party that is (x) subordinated in right of payment to the Obligations expressly by its terms or (y) is secured on a junior lien basis to the Liens securing the Obligations (other than Indebtedness among the Borrower and the Restricted Subsidiaries) or (iv) unsecured Indebtedness in an amount greater than $35,000,000 (in the case of clauses (ii), (iii) and (iv), collectively, “Junior Financing”) except (A) the refinancing thereof with any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (B) the conversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (C) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary in accordance with the subordination provisions applicable to any such Indebtedness, (D) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity in an aggregate amount not to exceed the Available Additional Basket at such time; provided that payments referred to in this clause (D) shall only be permitted so long as (i) no Event of Default then exists or would result therefrom and (ii) after giving effect thereto, the Consolidated Total Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 6.50:1.00, (E) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity in an amount of any Excluded Contribution, (F) other repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings; provided, that at the time of and after giving effect thereto, (x) the Consolidated First Lien Total Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 4.50:1.00 4.25:1.00 and (y) no Event of Default then exists or would result therefrom; and (G) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v), including fees and expenses related thereto, ) outstanding on the Closing Date so long as (i) no Event of Default then exists or would result therefromtherefrom and (ii) after giving effect thereto, the Consolidated Secured Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 3.50:1.00. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing Documentation, the outstanding principal amount of which is greater than $35,000,000, without the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned). Notwithstanding anything to the contrary in any Loan Document, the Borrower may make regularly scheduled payments of interest and fees on any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing, and may make any payments required by the terms of such Indebtedness in order to avoid the application of Section 163(e)(5) of the Code to such Indebtedness.

Prepayments, etc. of Certain Indebtedness. (a) PrepayNeither the Borrower nor any of its Subsidiaries shall prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner manner, or make any payment in violation of any subordination terms of, the Subordinated Indenture Indebtedness or any Indebtedness permitted by Section 6.1(f); except that: (it being understood that payments a) the Borrower or any Subsidiary may refinance any amount of regularly Subordinated Indebtedness at any time (including prior to its scheduled principal, interest and mandatory prepayments and subject maturity) using only the proceeds of new Subordinated Indebtedness; and (b) in addition to no Event of Default arising under Section 8.01(aany refinancings permitted by clause (a), (f) so long as no Default exists or (g) then existing will result from such prepayment, redemption, purchase, defeasance or resulting therefrom, AHYDO payments and, in connection with the amendment of any Junior Financingother satisfaction, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) any (i) Indebtedness permitted pursuant to Section 7.03(v), (ii) Indebtedness subordinated in right of payment incurred under Section 7.03, (iii) any other Indebtedness for borrowed money of a Loan Party that is (x) subordinated in right of payment to the Obligations expressly by its terms or (y) is secured on a junior lien basis to the Liens securing the Obligations (other than Indebtedness among the Borrower and the Restricted Subsidiaries) or (iv) unsecured Indebtedness in an amount greater than $35,000,000 (in the case of clauses (ii), (iii) and (iv), collectively, “Junior Financing”) except (A) the refinancing thereof with any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), (B) the conversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct Subsidiaries may prepay, redeem, purchase, defease or indirect parents, (Cotherwise satisfy Subordinated Indenture Indebtedness or other Indebtedness permitted by Section 6.1(f) the prepayment of Indebtedness in an aggregate amount not in excess of the following (each such allowance amount for any given year being referred to as an “Annual Allowance Amount”): (i) $30,000,000 for calendar year 2008 and (ii) for each calendar year thereafter, $30,000,000 plus 50% of the cumulative Net Cash Proceeds received from all permitted Dispositions of property (excluding any gain that results in income) during such year; provided further, however, that the unused portion of the Annual Allowance Amount in any year may not be carried over into subsequent calendar years; and provided, further, that upon request, the Borrower or any Restricted Subsidiary shall provide to the Borrower or Agent a year-to-date calculation of (y) any Restricted Subsidiary in accordance with the subordination provisions applicable to any such Indebtedness, (D) repaymentsprepayments, redemptions, purchases, defeasances and other defeasances, satisfactions or payments made under this Section 6.16(b) in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity in an aggregate amount not to exceed the Available Additional Basket at such time; provided that payments referred to in this clause (D) shall only be permitted so long as (i) no Event of Default then exists or would result therefrom year and (ii) after giving effect thereto, the Consolidated Total Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 6.50:1.00, (E) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity in an amount of any Excluded Contribution, (F) other repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings; provided, that at the time of and after giving effect thereto, (xz) the Consolidated First Lien Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 4.50:1.00 and (y) no Event of Default then exists or would result therefrom; and (G) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v)Annual Allowance Amount for such year, including fees any supporting documentation validating any Dispositions of property and expenses related thereto, so long as no Event determination of Default then exists or would result therefromNet Cash Proceeds. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing Documentation, the outstanding principal amount of which is greater than $35,000,000, without the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned). Notwithstanding anything to the contrary in any Loan Document, the Borrower may make regularly scheduled payments of interest and fees on any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing, and may make any payments required by the terms of such Indebtedness in order to avoid the application of Section 163(e)(5) of the Code to such Indebtedness.

Prepayments, etc. of Certain Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments and subject to no Event of Default arising under Section 8.01(a), (f) or (g) then existing or resulting therefrom, AHYDO payments and, in connection with the amendment of any Junior Financing, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) any (i) Indebtedness permitted pursuant to Section 7.03(v), (ii) Indebtedness subordinated in right of payment incurred under Section 7.03, (iii) any other Indebtedness for borrowed money of a Loan Party that is (x) subordinated in right of payment to the Obligations expressly by its terms or (y) is secured on a junior lien basis to the Liens securing the Obligations (other than Indebtedness among the Borrower and the Restricted Subsidiaries) or (iv) unsecured Indebtedness in an amount greater than $35,000,000 (in the case of clauses (ii), (iii) and (iv), collectively, “Junior Financing”) except (A) the refinancing thereof with any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (B) the conversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (C) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary in accordance with the subordination provisions applicable to any such Indebtedness, (D) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity in an aggregate amount not to exceed the Available Additional Basket at such time; provided that payments referred to in this clause (D) shall only be permitted so long as (i) no Event of Default then exists or would result therefrom and (ii) after giving effect thereto, the Consolidated Total Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 6.50:1.00, (E) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity in an amount of any Excluded Contribution, (F) other repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings; provided, that at the time of and after giving effect thereto, (x) the Consolidated First Lien Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 4.50:1.00 and (y) no Event of Default then exists or would result therefrom; and (G) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v), including fees and expenses related thereto, made on the First Amendment Effective Date, so long as no Event of Default then exists or would result therefrom. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing Documentation, the outstanding principal amount of which is greater than $35,000,000, without the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned). Notwithstanding anything to the contrary in any Loan Document, the Borrower may make regularly scheduled payments of interest and fees on any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing, and may make any payments required by the terms of such Indebtedness in order to avoid the application of Section 163(e)(5) of the Code to such Indebtedness.

Prepayments, etc. of Certain Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments and subject to no Event of Default arising under Section 8.01(a), (f) or (g) then existing or resulting therefrom, AHYDO payments and, in connection with the amendment of any Junior Financing, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) any (i) subordinated Indebtedness permitted pursuant to Section 7.03(v), (ii) Indebtedness subordinated in right of payment incurred under Section 7.03, (iii) or any other Indebtedness for borrowed money of a Loan Party that is (x) subordinated in right of payment to the Obligations expressly by its terms or (y) is secured on a junior lien basis to the Liens securing the Obligations (other than Indebtedness among the Borrower and the its Restricted Subsidiaries) or (iv) unsecured Indebtedness in an amount greater than $35,000,000 (in the case of clauses (ii), any Senior Notes, any unsecured Permitted Ratio Debt or any Permitted Refinancing of any Senior Notes or any unsecured Permitted Ratio Debt (iii) and (iv), collectively, “Junior Financing”) except ), except (Ai) the refinancing thereof with any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), , to the extent not required to prepay any Loans pursuant to Section 2.05(b), (Bii) the conversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, , (Ciii) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary in accordance with the subordination provisions applicable to any such Indebtedness, and (Div) repaymentsprepayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case Financings prior to their respective scheduled maturity in an aggregate amount not to exceed exceed, when combined with the Available Additional Basket at such time; provided that payments referred amount of Restricted Payments pursuant to in this clause Section 7.06(g), $50,000,000 plus if (DA) shall only be permitted so long as (i) no Event of Default then exists or would result therefrom and (ii) after giving effect thereto, the Consolidated Total Net Leverage Ratio (calculated on a Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 6.50:1.00, 4.75 to 1.00 and (E) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity in an amount of any Excluded Contribution, (F) other repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings; provided, that at the time of and after giving effect thereto, (xB) the Consolidated First Lien Net Secured Leverage Ratio (calculated on a Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 4.50:1.00 and (y) no Event of Default then exists or would result therefrom; and (G) repayments3.75 to 1.00, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v), including fees and expenses related thereto, so long as no Event of Default then exists or would result therefromthe Cumulative Credit at such time. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Indebtedness permitted pursuant to Section 7.03(v) or Junior Financing Documentation in respect of any Junior Financing Documentation, the having an aggregate outstanding principal amount in excess of which is greater than $35,000,000, the Threshold Amount without the consent of the Administrative Agent (such which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed). Notwithstanding anything to the contrary in any Loan Document, the Borrower may make regularly scheduled payments of interest and fees on any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing, and may make any payments required by the terms of such Indebtedness in order to avoid the application of Section 163(e)(5) of the Code to such Indebtedness.

Prepayments, etc. of Certain Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments and subject to no Event of Default arising under Section 8.01(a), (f) or (g) then existing or resulting therefrom, AHYDO payments and, in connection with the amendment of any Junior Financing, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) any (i) subordinated Indebtedness permitted pursuant to Section 7.03(v), (ii) Indebtedness subordinated in right of payment incurred under Section 7.03, (iii) or any other Indebtedness for borrowed money of a Loan Party that is (x) subordinated in right of payment to the Obligations expressly by its terms or (y) is secured on a junior lien basis to the Liens securing the Obligations (other than Indebtedness among the Borrower and the its Restricted Subsidiaries) or (iv) unsecured Indebtedness in an amount greater than $35,000,000 (in the case of clauses (ii), (iii) and (iv), collectively, “Junior Financing”) except ), except (Ai) the refinancing thereof with any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), , to the extent not required to prepay any Loans pursuant to Section 2.05(b), (Bii) the conversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, , (Ciii) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary in accordance with the subordination provisions applicable to any such Indebtedness, and (Div) repaymentsprepayments, redemptions, satisfactions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case Financings prior to their respective scheduled maturity in an aggregate amount not to exceed exceed, when combined with the Available Additional Basket amount of Restricted Payments pursuant to Section 7.06(g), $120,000,000 plus the Cumulative Credit at such time; provided that payments referred to if such prepayment, redemption, satisfaction, purchase, defeasance and other payment is being made in this reliance on either clause (Da) shall only be permitted so long as or (ib) no Event of Default then exists or would result therefrom and the definition of “Cumulative Credit, (ii) after giving effect thereto, A)” the Consolidated Total Net Leverage Ratio (calculated on a Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 6.50:1.00, 5.75 to 1.00 and (E) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity in an amount of any Excluded Contribution, (F) other repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings; provided, that at the time of and after giving effect thereto, (xB) the Consolidated First Lien Net Secured Leverage Ratio (calculated on a Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 4.50:1.00 and (y) no Event of Default then exists or would result therefrom; and (G) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant 4.00 to Section 7.03(v), including fees and expenses related thereto, so long as no Event of Default then exists or would result therefrom1.00. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Indebtedness permitted pursuant to Section 7.03(v) or Junior Financing Documentation in respect of any Junior Financing Documentation, the having an aggregate outstanding principal amount in excess of which is greater than $35,000,000, the Threshold Amount without the consent of the Administrative Agent (such which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed). Notwithstanding anything to the contrary in any Loan Document, the Borrower may make regularly scheduled payments of interest and fees on any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing, and may make any payments required by the terms of such Indebtedness in order to avoid the application of Section 163(e)(5) of the Code to such Indebtedness.

Prepayments, etc. of Certain Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments and subject to no Event of Default arising under Section 8.01(a), (f) or (g) then existing or resulting therefrom, AHYDO payments and, in connection with the amendment of any Junior Financing, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) any (i) subordinated Indebtedness permitted pursuant to Section 7.03(v), (ii) Indebtedness subordinated in right of payment incurred under Section 7.03, (iii) or any other Indebtedness for borrowed money of a Loan Party that is (x) subordinated in right of payment to the Obligations expressly by its terms or (y) is secured on a junior lien basis to the Liens securing the Obligations (other than Indebtedness among the Borrower and the its Restricted Subsidiaries) or (iv) unsecured Indebtedness in an amount greater than $35,000,000 (in the case of clauses (ii), (iii) and (iv), collectively, “Junior Financing”) except ), except (Ai) the refinancing thereof with any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), , to the extent not required to prepay any Loans pursuant to the mandatory prepayment provisions of the Term Loan Credit Agreement, (Bii) the conversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, , (Ciii) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary in accordance with the subordination provisions applicable to any such Indebtedness, Subsidiary, (Div) repaymentsprepayments, redemptions, satisfactions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case Financings prior to their respective scheduled maturity in an aggregate amount not to exceed exceed, when combined with the Available Additional Basket amount of Restricted Payments pursuant to Section 7.06(g), $120,000,000 plus, the Cumulative Credit at such time; provided that payments referred time and (v) any prepayment, redemption, satisfaction, purchase, defeasance or other payment in respect of a Junior Financing prior to in this clause (D) shall only be permitted its scheduled maturity, so long as (iA) the Payment Condition shall be satisfied after giving effect to such prepayment, redemption, satisfaction, purchase, defeasance or other payment, (B) no Event of Default then exists shall have occurred and be continuing or would result therefrom from such prepayment, redemption, satisfaction, purchase, defeasance or other payment and (iiC) after giving effect theretoif requested by the Administrative Agent, the Consolidated Total Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) Borrower shall have provided a certificate of a Responsible Officer of Borrower as to the satisfaction of the end of conditions in the most recently ended Test Period, is less than or equal to 6.50:1.00, foregoing clauses (E) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(vA) and Junior Financings, in each case prior to their respective scheduled maturity in an amount of any Excluded Contribution, (F) other repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings; provided, that at the time of and after giving effect thereto, (x) the Consolidated First Lien Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 4.50:1.00 and (y) no Event of Default then exists or would result therefrom; and (G) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(vB), including fees and expenses related thereto, so long as no Event of Default then exists or would result therefrom. (b) . Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Indebtedness permitted pursuant to Section 7.03(v) or Junior Financing Documentation in respect of any Junior Financing Documentation, the having an aggregate outstanding principal amount in excess of which is greater than $35,000,000, the Threshold Amount without the consent of the Administrative Agent (such which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed). Notwithstanding anything to the contrary in any Loan Document, the Borrower may make regularly scheduled payments of interest and fees on any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing, and may make any payments required by the terms of such Indebtedness in order to avoid the application of Section 163(e)(5) of the Code to such Indebtedness.

Prepayments, etc. of Certain Indebtedness. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly (a) Prepayprepay, redeem, purchase, defease or otherwise satisfy or make any unscheduled payment, in each case, prior to the scheduled maturity thereof in any manner (it being understood whether directly or indirectly) on Junior Indebtedness or (b) make any payment in violation of any subordination terms of, any Junior Indebtedness for borrowed money (other than any intercompany Indebtedness and the Loans); provided that payments of regularly the Borrower may prepay, redeem, purchase, defease or otherwise satisfy or make any unscheduled payment, in each case, prior to the scheduled principalmaturity thereof in any manner (whether directly or indirectly) on Junior Indebtedness: (i) in an aggregate amount not exceeding, interest and mandatory prepayments and (x) $40,000,000 plus (y) the Available Amount; provided that, subject to Section 1.04(a), at the time of any payment pursuant to this clause (i)(y) in reliance on clause (b) of the definition of Available Amount, immediately after giving effect thereto, (1) no Event of Default arising under Section 8.01(a)shall have occurred and be continuing, (f2) or the Borrower shall be in compliance with Section 7.11 on a Pro Forma Basis and (g3) then existing or resulting therefrom, AHYDO payments and, in connection with the amendment of any Junior Financing, the payment of related fees Total Leverage Incurrence Test (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financingcalculated on a Pro Forma Basis) shall be permitted) any (i) Indebtedness permitted pursuant to Section 7.03(v), satisfied; (ii) Indebtedness subordinated subject to Section 1.04(a), in right of payment incurred under Section 7.03, (iii) any other Indebtedness for borrowed money of a Loan Party that is an unlimited amount so long as (x) subordinated on Pro Forma Basis the Borrower is in right of payment to the Obligations expressly by its terms or compliance with Section 7.11, (y) no Event of Default has occurred and is secured continuing on the date of such payment and (z) the Consolidated Leverage Ratio (calculated on a junior lien basis to the Liens securing the Obligations (other than Indebtedness among the Borrower and the Restricted SubsidiariesPro Forma Basis) or (iv) unsecured Indebtedness in an amount shall be no greater than $35,000,000 (in the case of clauses (ii), 3.50 to 1.00; (iii) and (iv), collectively, “Junior Financing”) except (A) the refinancing thereof (in whole or part) with the net cash proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing permitted refinancing debt in respect thereof and, if such Indebtedness was originally incurred under Section 7.03(g)in any case, is permitted to be incurred pursuant to Section 7.03(g7.01)),; (Biv) the conversion (x) in exchange for, or exchange with proceeds of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (C) the prepayment of Indebtedness issuance of, Capital Stock of the Borrower and/or any capital contribution in respect of Capital Stock of the Borrower, (y) as a result of the conversion of all or any Restricted Subsidiary portion of any such Indebtedness into Capital Stock of the Borrower and (z) to the Borrower or any Restricted Subsidiary extent otherwise restricted, payment in accordance kind interest with the subordination provisions applicable respect to any such Indebtedness, (D) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity in an aggregate amount not to exceed the Available Additional Basket at such time; provided that payments referred to in this clause (D) shall only be permitted so long as (i) no Event of Default then exists or would result therefrom and (ii) after giving effect thereto, the Consolidated Total Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 6.50:1.00, (E) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity in an amount of any Excluded Contribution, (F) other repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings; provided, that at the time of and after giving effect thereto, (x) the Consolidated First Lien Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 4.50:1.00 and (y) no Event of Default then exists or would result therefrom; and (Gv) repayments, redemptions, purchases, defeasances and other payments in respect as part of Indebtedness permitted pursuant to Section 7.03(v), including fees and expenses related thereto, so long as no Event of Default then exists or would result therefroman applicable high yield discount obligation catch-up payment. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing Documentation, the outstanding principal amount of which is greater than $35,000,000, without the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned). Notwithstanding anything to the contrary in any Loan Document, the Borrower may make regularly scheduled payments of interest and fees on any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing, and may make any payments required by the terms of such Indebtedness in order to avoid the application of Section 163(e)(5) of the Code to such Indebtedness.

Prepayments, etc. of Certain Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner manner, or make any payment in violation of any subordination terms of, the Subordinated Indenture Indebtedness (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments and subject to no Event of Default arising under Section 8.01(a), (for any Refinancing Indebtedness thereof) or (g) then existing or resulting therefrom, AHYDO payments and, in connection with the amendment of any Junior Financing, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) any (i) Indebtedness permitted pursuant to by Section 7.03(v7.01(d), (ii) Indebtedness subordinated in right of payment incurred under Section 7.03, (iii) any other Indebtedness for borrowed money of a Loan Party that is (x) subordinated in right of payment to the Obligations expressly by its terms or (y) is secured on a junior lien basis to the Liens securing the Obligations (other than Indebtedness among the Borrower and the Restricted Subsidiaries) or (iv) unsecured Indebtedness in an amount greater than $35,000,000 (in the case of clauses (ii), (iii) and (iv), collectively, “Junior Financing”) except; except that: (Aa) the refinancing thereof with any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), (B) the conversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (C) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or may (i) refinance any Restricted Subsidiary in accordance with the subordination provisions applicable to amount of Subordinated Indebtedness at any such Indebtedness, time (D) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case including prior to their respective its scheduled maturity maturity) using only the proceeds of new Subordinated Indebtedness and (ii) prepay, redeem, purchase, defease or otherwise satisfy Indebtedness under the 2012 Indenture in an aggregate amount not to exceed the Available Additional Basket at such timeExcess 2014 Refinancing Amount; provided that payments referred and (b) in addition to in this any refinancings permitted by clause (D) shall only be permitted a), so long as (i) no Event of Default then exists or would will result therefrom and (ii) after giving effect theretofrom such prepayment, redemption, purchase, defeasance or other satisfaction, the Consolidated Total Net Leverage Ratio Borrower or any of its Subsidiaries may prepay, redeem, purchase, defease or otherwise satisfy Subordinated Indenture Indebtedness (calculated on Pro Forma Basis including, with respect to the 2012 Indenture, repayments in accordance addition to the Excess 2014 Refinancing Amount referenced in clause (a) above so long as the Annual Allowance Amount hereunder and the remaining provisions of this Section 7.16(b) are met), Refinancing Indebtedness with respect to the Subordinated Indenture Indebtedness and other Indebtedness permitted by Section 1.087.01(d) as in an aggregate amount not in excess of the end following (each such allowance amount for any given year being referred to as an “Annual Allowance Amount”): for each calendar year, $30,000,000 plus 50% of the most recently ended Test Periodcumulative Net Cash Proceeds received from all permitted Dispositions of property (excluding any gain that results in income) during such year; provided that, is less than the unused portion of the Annual Allowance Amount in any year may not be carried over into subsequent calendar years; and provided, further, that upon request, the Borrower shall provide to the Administrative Agent or equal to 6.50:1.00, any Lender a year-to-date calculation of (Ey) repaymentsany prepayments, redemptions, purchases, defeasances defeasances, satisfactions or payments made under this Section 7.16(b) in such year and other payments in respect (z) the Annual Allowance Amount for such year, including any supporting documentation validating any Dispositions of Indebtedness permitted pursuant to Section 7.03(v) property and Junior Financings, in each case prior to their respective scheduled maturity in an amount determination of any Excluded Contribution,Net Cash Proceeds. (Fm) other repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings; provided, that at the time of and after giving effect thereto, (x) the Consolidated First Lien Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as 7.17 of the end Credit Agreement is hereby amended by replacing each usage of the most recently ended Test Period, is less than or equal to 4.50:1.00 and (y) no Event of Default then exists or would result therefrom; and“Excluded Collateral” therein with “Excluded Property”. (Gn) repayments, redemptions, purchases, defeasances and other payments in respect Schedule 1 of Indebtedness permitted pursuant Exhibit D (Compliance Certificate) is hereby amended to Section 7.03(v), including fees and expenses related add Paragraph VI (Restricted Payments) thereto, so long that, as no Event of Default then exists or would result therefromamended, such Schedule shall read as set forth on Schedule 1 attached hereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing Documentation, the outstanding principal amount of which is greater than $35,000,000, without the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned). Notwithstanding anything to the contrary in any Loan Document, the Borrower may make regularly scheduled payments of interest and fees on any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing, and may make any payments required by the terms of such Indebtedness in order to avoid the application of Section 163(e)(5) of the Code to such Indebtedness.

Prepayments, etc. of Certain Indebtedness. (a) Prepay, redeem, purchase, defease defease, settle in cash or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, other than Obligations under the Loan Documents, (it being understood each such prepayment, redemption, purchase, defeasement, settlement or satisfaction referred to as an “Indebtedness Prepayment”), except that payments of regularly scheduled principal, interest the Company may make Indebtedness Prepayments so long as (i) (A) both immediately prior to any such Indebtedness Prepayment and mandatory prepayments and subject after giving effect to such Indebtedness Prepayment no Default or Event of Default arising under Section 8.01(a), shall exist and (fB) or (g) then existing or resulting therefrom, AHYDO payments and, in connection with the amendment of any Junior Financing, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal aggregate amount or effective yield of such Junior Financing) shall be permitted) Indebtedness Prepayments does not exceed $25,000,000 during any (i) Indebtedness permitted pursuant to Section 7.03(v), fiscal year or (ii) both immediately prior to any such Indebtedness subordinated in right Prepayment and after giving effect to such Indebtedness Prepayment: (X) no Default or Event of payment incurred under Section 7.03Default shall exist, (iiiY) any other Indebtedness for borrowed money of a Loan Party that the Company and its Subsidiaries shall be in Pro Forma Compliance, and (Z) the Pro Forma Prepayment Test Amount is (x) subordinated in right of payment equal to the Obligations expressly by its terms or (y) is secured on a junior lien basis to the Liens securing the Obligations (other than Indebtedness among the Borrower and the Restricted Subsidiaries) or (iv) unsecured Indebtedness in an amount greater than $35,000,000 150,000,000 on a pro forma basis for the fiscal quarter during which such Indebtedness Prepayment is made and each of the next three fiscal quarters (as evidenced, in the case of clauses (ii), (iiiY) and (ivZ), collectively, “Junior Financing”) except (A) the refinancing thereof with any Indebtedness (by a Pro Forma Compliance Certificate and a Prepayment Test Amount Certificate submitted not less than 5 Business Days and not more than 90 days prior to the extent date of any such Indebtedness constitutes a Permitted Refinancing andPrepayment), if in which case, such Indebtedness was originally incurred under Section 7.03(g), is permitted Prepayments pursuant to Section 7.03(g)), (B) the conversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (C) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary in accordance with the subordination provisions applicable to any such Indebtedness, (D) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity in an aggregate amount not to exceed the Available Additional Basket at such time; provided that payments referred to in this clause (D) shall only be permitted so long as (i) no Event of Default then exists or would result therefrom and (ii) after giving effect thereto, the Consolidated Total Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 6.50:1.00, (E) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity may be made in an amount of any Excluded Contribution, up to the difference (Fif a positive number) other repayments, redemptions, purchases, defeasances and other payments in respect of between such Prepayment Test Amount (as measured prior to giving effect to such Indebtedness permitted pursuant to Section 7.03(vPrepayment) and Junior Financings; provided, that at the time of and after giving effect thereto, (x) the Consolidated First Lien Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 4.50:1.00 and (y) no Event of Default then exists or would result therefrom; and (G) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v), including fees and expenses related thereto, so long as no Event of Default then exists or would result therefrom$150,000,000. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing Documentation, the outstanding principal amount of which is greater than $35,000,000, without the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned). Notwithstanding anything to the contrary in any Loan Document, the Borrower may make regularly scheduled payments of interest and fees on any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing, and may make any payments required by the terms of such Indebtedness in order to avoid the application of Section 163(e)(5) of the Code to such Indebtedness.

Prepayments, etc. of Certain Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments and subject to no Event of Default arising under Section 8.01(a), (f) or (g) then existing or resulting therefrom, AHYDO payments and, in connection with the amendment of any Junior Financing, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) any (i) subordinated Indebtedness permitted pursuant to Section 7.03(v), (ii) Indebtedness subordinated in right of payment incurred under Section 7.03, (iii) or any other Indebtedness for borrowed money of a Loan Party that is (x) subordinated in right of payment to the Obligations expressly by its terms or (y) is secured on a junior lien basis to the Liens securing the Obligations (other than Indebtedness among the Borrower and the its Restricted Subsidiaries) or (iv) unsecured Indebtedness in an amount greater than $35,000,000 (in the case of clauses (ii), (iii) and (iv), collectively, “Junior Financing”) except ), except (Ai) the refinancing thereof with any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), , to the extent not required to prepay any Loans pursuant to the mandatory prepayment provisions of the Term Loan Credit Agreement, (Bii) the conversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, , (Ciii) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary in accordance with the subordination provisions applicable to any such Indebtedness, and (Div) repaymentsprepayments, redemptions, satisfactions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case Financings prior to their respective scheduled maturity in an aggregate amount not to exceed exceed, when combined with the Available Additional Basket amount of Restricted Payments pursuant to Section 7.06(g), $1200,000,000 plus, subject to compliance with the Payment Condition, the Cumulative Credit at such time; provided that payments referred to that, if such prepayment, redemption, satisfaction, purchase, defeasance and other payment is being made in this reliance on either clause (Da) shall only be permitted so long as or (ib) no Event of Default then exists or would result therefrom and the definition of Cumulative Credit, compliance with (iiA) after giving effect thereto, the Consolidated thea Total Net Leverage Ratio (calculated on a Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, that is less than or equal to 6.50:1.00, 5.5075 to 1.00, and (EB) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity in an amount of any Excluded Contribution, (F) other repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings; provided, that at the time of and after giving effect thereto, (x) the Consolidated First Lien Net thea Secured Leverage Ratio (calculated on a Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, that is less than or equal to 4.50:1.00 3.75 to 1.00 and (yC) no Event of Default then exists or would result therefrom; and (G) repaymentsthe Payment Condition is satisfied, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant the Cumulative Credit at such time4.00 to Section 7.03(v), including fees and expenses related thereto, so long as no Event of Default then exists or would result therefrom1.00. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Indebtedness permitted pursuant to Section 7.03(v) or Junior Financing Documentation in respect of any Junior Financing Documentation, the having an aggregate outstanding principal amount in excess of which is greater than $35,000,000, the Threshold Amount without the consent of the Administrative Agent (such which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed). Notwithstanding anything to the contrary in any Loan Document, the Borrower may make regularly scheduled payments of interest and fees on any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing, and may make any payments required by the terms of such Indebtedness in order to avoid the application of Section 163(e)(5) of the Code to such Indebtedness.

Prepayments, etc. of Certain Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments and subject to no Event of Default arising under Section 8.01(a), (f) or (g) then existing or resulting therefrom, AHYDO payments and, in connection with the amendment of any Junior Financing, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) any (i) subordinated Indebtedness permitted pursuant to Section 7.03(v), (ii) Indebtedness subordinated in right of payment incurred under Section 7.03, (iii) or any other Indebtedness for borrowed money of a Loan Party that is (x) subordinated in right of payment to the Obligations expressly by its terms or (y) is secured on a junior lien basis to the Liens securing the Obligations (other than Indebtedness among the Borrower and the its Restricted Subsidiaries) or (iv) unsecured Indebtedness in an amount greater than $35,000,000 (in the case of clauses (ii), (iii) and (iv), collectively, “Junior Financing”) except ), except (Ai) the refinancing thereof with any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), , to the extent not required to prepay any Loans pursuant to Section 2.05(b), (Bii) the conversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, , (Ciii) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary in accordance with the subordination provisions applicable to any such Indebtedness, and (Div) repaymentsprepayments, redemptions, satisfactions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case Financings prior to their respective scheduled maturity in an aggregate amount not to exceed exceed, when combined with the Available Additional Basket amount of Restricted Payments pursuant to Section 7.06(g), $1200,000,000 plus ifthe Cumulative Credit at such time; provided that payments referred to if such prepayment, redemption, satisfaction, purchase, defeasance and other payment is being made in this reliance on either clause (Da) shall only be permitted so long as or (ib) no Event of Default then exists or would result therefrom and the definition of Cumulative Credit, (iiA) after giving effect thereto, the Consolidated Total Net Leverage Ratio (calculated on a Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 6.50:1.00, 5.5075 to 1.00 and (E) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case prior to their respective scheduled maturity in an amount of any Excluded Contribution, (F) other repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings; provided, that at the time of and after giving effect thereto, (xB) the Consolidated First Lien Net Secured Leverage Ratio (calculated on a Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 4.50:1.00 and (y) no Event of Default then exists or would result therefrom; and (G) repayments3.754.00 to 1.00, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v), including fees and expenses related thereto, so long as no Event of Default then exists or would result therefromthe Cumulative Credit at such time. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Indebtedness permitted pursuant to Section 7.03(v) or Junior Financing Documentation in respect of any Junior Financing Documentation, the having an aggregate outstanding principal amount in excess of which is greater than $35,000,000, the Threshold Amount without the consent of the Administrative Agent (such which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed). Notwithstanding anything to the contrary in any Loan Document, the Borrower may make regularly scheduled payments of interest and fees on any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing, and may make any payments required by the terms of such Indebtedness in order to avoid the application of Section 163(e)(5) of the Code to such Indebtedness.

Prepayments, etc. of Certain Indebtedness. (a) PrepayNeither the Borrower nor any of its Subsidiaries shall prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner manner, or make any payment in violation of any subordination terms of, the Subordinated Indenture Indebtedness (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments and subject to no Event of Default arising under Section 8.01(a), (for any Refinancing Indebtedness thereof) or (g) then existing or resulting therefrom, AHYDO payments and, in connection with the amendment of any Junior Financing, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) any (i) Indebtedness permitted pursuant to by Section 7.03(v6.1(f), (ii) Indebtedness subordinated in right of payment incurred under Section 7.03, (iii) any other Indebtedness for borrowed money of a Loan Party that is (x) subordinated in right of payment to the Obligations expressly by its terms or (y) is secured on a junior lien basis to the Liens securing the Obligations (other than Indebtedness among the Borrower and the Restricted Subsidiaries) or (iv) unsecured Indebtedness in an amount greater than $35,000,000 (in the case of clauses (ii), (iii) and (iv), collectively, “Junior Financing”) except; except that: (Aa) the refinancing thereof with any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), (B) the conversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (C) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or may (i) refinance any Restricted Subsidiary in accordance with the subordination provisions applicable to amount of Subordinated Indebtedness at any such Indebtedness, time (D) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v) and Junior Financings, in each case including prior to their respective its scheduled maturity maturity) using only the proceeds of new Subordinated Indebtedness and (ii) prepay, redeem, purchase, defease or otherwise satisfy Indebtedness under the 2012 Indenture in an aggregate amount not to exceed the Available Additional Basket at such timeExcess 2014 Refinancing Amount; provided that payments referred and (b) in addition to in this any refinancings permitted by clause (D) shall only be permitted a), so long as (i) no Event of Default then exists or would will result therefrom and (ii) after giving effect theretofrom such prepayment, redemption, purchase, defeasance or other satisfaction, the Consolidated Total Net Leverage Ratio Borrower or any of its Subsidiaries may prepay, redeem, purchase, defease or otherwise satisfy Subordinated Indenture Indebtedness (calculated on Pro Forma Basis including, with respect to the 2012 Indenture, repayments in accordance addition to the Excess 2014 Refinancing Amount referenced in clause (a) above so long as the Annual Allowance Amount hereunder and the remaining provisions of this Section 6.16(b) are met), Refinancing Indebtedness with respect to the Subordinated Indenture Indebtedness and other Indebtedness permitted by Section 1.086.1(f) as in an aggregate amount not in excess of the end following (each such allowance amount for any given year being referred to as an “Annual Allowance Amount”): for each calendar year, $30,000,000 plus 50% of the most recently ended Test Periodcumulative Net Cash Proceeds received from all permitted Dispositions of property (excluding any gain that results in income) during such year; provided that, is less than the unused portion of the Annual Allowance Amount in any year may not be carried over into subsequent calendar years; and provided, further, that upon request, the Borrower shall provide to the Agent or equal to 6.50:1.00, any Lender a year-to-date calculation of (Ey) repaymentsany prepayments, redemptions, purchases, defeasances defeasances, satisfactions or payments made under this Section 6.16(b) in such year and other payments in respect (z) the Annual Allowance Amount for such year, including any supporting documentation validating any Dispositions of Indebtedness permitted pursuant to Section 7.03(v) property and Junior Financings, in each case prior to their respective scheduled maturity in an amount determination of any Excluded Contribution,Net Cash Proceeds. (Fn) other repayments, redemptions, purchases, defeasances and other payments in respect Schedule 1 of Indebtedness permitted pursuant Exhibit 5.5(c) (Compliance Certificate) is hereby amended to Section 7.03(vadd Paragraph VI (Restricted Payments) and Junior Financings; provided, that at the time of and after giving effect thereto, (x) the Consolidated First Lien Net Leverage Ratio (calculated on Pro Forma Basis in accordance with Section 1.08) as of the end of the most recently ended Test Period, is less than or equal to 4.50:1.00 and (y) no Event of Default then exists or would result therefrom; and (G) repayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness permitted pursuant to Section 7.03(v), including fees and expenses related thereto, so long that, as no Event of Default then exists or would result therefromamended, such Schedule shall read as set forth on Schedule 1 attached hereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing Documentation, the outstanding principal amount of which is greater than $35,000,000, without the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned). Notwithstanding anything to the contrary in any Loan Document, the Borrower may make regularly scheduled payments of interest and fees on any Indebtedness permitted pursuant to Section 7.03(v) or any Junior Financing, and may make any payments required by the terms of such Indebtedness in order to avoid the application of Section 163(e)(5) of the Code to such Indebtedness.