Common use of Prepayments, Etc., of Debt Clause in Contracts

Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt or permit any of its Subsidiaries to do so except (A) the payment or prepayment of any or all of the Obligations incurred pursuant to Section 5.02(b)(v) in accordance with the terms thereof, (B) subject to the Second Lien Intercreditor and Subordination Agreement, the payment or prepayment of any or all of the Obligations under the Loan Documents, (C) prepayments in full of Debt incurred pursuant to Section 5.02(b)(ii) but only with the proceeds of replacement or refinancing Debt permitted under such Section, (D) regularly scheduled or required repayments or redemptions of Surviving Debt and (E) the prepayment of intercompany Debt owed by any Loan Party to any other Loan Party, (ii) amend, modify or change in any manner any term or condition of any Surviving Debt or any Subordinated Debt, or permit any of its Subsidiaries to do so, except for any amendment, modification or change of Surviving Debt or Subordinated Debt that (A) could not reasonably be expected to adversely affect the Agents or the Lenders, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt or Subordinated Debt or increase the amounts due on any scheduled amortization date, (C) would not increase the applicable interest rate of such Surviving Debt or Subordinated Debt, or permit any of its Subsidiaries to do any of the foregoing and (D) will not contain mandatory redemption prepayment covenant or event of default provisions materially more restrictive than the terms of such Surviving Debt or such Subordinated Debt prior to the date of such amendment, modification or change or (iii) amend, modify, or change in any manner any term or condition of the New Third Lien Documents except to the extent permitted by the Third Lien Intercreditor and Subordination Agreement.

Prepayments, Etc., of Debt. (iA) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt or permit any of its Subsidiaries to do so except (A) the payment or prepayment of any or all of the Obligations incurred pursuant to Section 5.02(b)(v) in accordance with the terms thereofSenior Subordinated Notes, (B) subject prepay, redeem, purchase, defease or otherwise satisfy prior to the Second Lien Intercreditor and Subordination Agreementscheduled maturity thereof in any manner, the payment or prepayment of any or all of the Obligations principal under the Loan Documents, 2007 Senior Notes or (C) prepayments in full of Debt incurred pursuant to Section 5.02(b)(ii) but only with the proceeds of replacement or refinancing Debt permitted under such Section, (D) regularly scheduled or required repayments or redemptions of Surviving Debt and (E) the prepayment of intercompany Debt owed by any Loan Party to any other Loan Party, (ii) amend, modify or change in any manner any term or condition of or relating to the 2007 Senior Notes, any Surviving Debt Debt, the Senior Subordinated Indenture or, if the Bridge Loans are issued, the Bridge Loan Documentation in any manner that would (1) increase the interest rate or change (to earlier dates) the dates upon which principal and interest are due thereon; (2) alter the redemption, prepayment or subordination provisions thereof; (3) alter the covenants or events of default in a manner that would make such provisions more onerous or restrictive to the Borrower or any Subordinated Debt, such Subsidiary; or permit any of its Subsidiaries to do so, except for any amendment, modification or change of Surviving Debt or Subordinated Debt that (A4) could not reasonably be expected to adversely affect the Agents or the Lenders, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt or Subordinated Debt or otherwise increase the amounts due on obligations of the Borrower or any scheduled amortization date, (C) would not increase the applicable interest rate of such Surviving Debt or Subordinated DebtSubsidiary thereunder, or permit any of its Subsidiaries to do any of the foregoing and (D) will not contain mandatory redemption prepayment covenant foregoing, other than to prepay any Debt payable to the Borrower or event of default provisions materially more restrictive than a Subsidiary Guarantor. Notwithstanding the terms of such Surviving Debt foregoing, the Borrower shall be permitted to prepay, redeem, purchase, defease or such Subordinated Debt otherwise satisfy prior to the date of such amendment, modification or change or (iii) amend, modify, or change scheduled maturity thereof in any manner any term or condition manner, unsecured Debt; provided that, after giving effect to such prepayment on a pro forma basis (I) the Senior Leverage Ratio (as determined by the Administrative Agent) of the New Third Lien Documents except to Borrower and its Subsidiaries is less than 3.0:1.0 and (II) the extent permitted by Borrower shall have at least $25,000,000 of borrowing availability under the Third Lien Intercreditor and Subordination AgreementRevolving Credit Facility.

Prepayments, Etc., of Debt. The Credit Parties will not, nor will they permit any Subsidiary to, without the prior written consent of the Required Lenders, (ia) Prepayprepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt or permit any of its Subsidiaries to do so except (A) the payment or prepayment of any or all of the Obligations incurred pursuant to Section 5.02(b)(v) in accordance with the terms thereof, (B) subject to the Second Lien Intercreditor and Subordination Agreement, the payment or prepayment of any or all of the Obligations principal under the Loan Documents, 2007 Senior Notes or the 2010 Senior Notes or (C) prepayments in full of Debt incurred pursuant to Section 5.02(b)(ii) but only with the proceeds of replacement or refinancing Debt permitted under such Section, (D) regularly scheduled or required repayments or redemptions of Surviving Debt and (E) the prepayment of intercompany Debt owed by any Loan Party to any other Loan Party, (iib) amend, modify or change in any manner any term or condition of or relating to the 2007 Senior Notes, the 2010 Senior Notes or any Surviving Debt in any manner that would (i) increase the interest rate or change (to earlier dates) the dates upon which principal and interest are due thereon; (ii) alter the redemption, prepayment or subordination provisions thereof in a manner that would be materially adverse to the Lenders; (iii) alter the covenants or events of default in a manner that would make such provisions materially more onerous or restrictive to the Company or any Subordinated Debt, such Subsidiary; or permit any of its Subsidiaries to do so, except for any amendment, modification or change of Surviving Debt or Subordinated Debt that (Aiv) could not reasonably be expected to adversely affect the Agents or the Lenders, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt or Subordinated Debt or otherwise materially increase the amounts due on obligations of the Company or any scheduled amortization date, (C) would not increase the applicable interest rate of such Surviving Debt or Subordinated DebtSubsidiary thereunder, or permit any of its Subsidiaries to do any of the foregoing and (D) will not contain mandatory redemption prepayment covenant foregoing, other than to prepay any Indebtedness payable to the Borrowers or event of default provisions materially more restrictive than a Guarantor. Notwithstanding the terms of such Surviving Debt foregoing, the Company shall be permitted to prepay, redeem, purchase, defease or such Subordinated Debt otherwise satisfy prior to the date scheduled maturity thereof in any manner, unsecured Indebtedness; provided that either (A) after giving effect to such prepayment on a Pro Forma Basis (1) the Leverage Ratio (as determined by the Administrative Agent) of such amendment, modification or change the Company and its Subsidiaries is less than 3.0:1.0 and (2) the Borrowers shall have at least $35,000,000 of borrowing availability under the Revolving Credit Facility or (iiiB) amendsuch prepayment, modify, redemption or change purchase results from the exercise of conversion rights under Equity Interests that is in any manner any term or condition the form of convertible Indebtedness of the New Third Lien Documents except to the extent permitted by the Third Lien Intercreditor and Subordination AgreementCompany.

Prepayments, Etc., of Debt. The Credit Parties will not, nor will they permit any Subsidiary to, without the prior written consent of the Required Lenders, (ia) Prepayprepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, the principal of Permitted Unsecured Indebtedness (excluding Indebtedness set forth on Schedule 3.16 or make Indebtedness incurred under Section 6.1(d)) or the 2017 Senior Notes (or any payment in violation of any subordination terms of, any Debt Indebtedness constituting a Permitted Refinancing thereof) or permit any of its Subsidiaries to do so except (A) the payment or prepayment of any or all of the Obligations incurred pursuant to Section 5.02(b)(v) in accordance with the terms thereof, (B) subject to the Second Lien Intercreditor and Subordination Agreement, the payment or prepayment of any or all of the Obligations under the Loan Documents, (C) prepayments in full of Debt incurred pursuant to Section 5.02(b)(ii) but only with the proceeds of replacement or refinancing Debt permitted under such Section, (D) regularly scheduled or required repayments or redemptions of Surviving Debt and (E) the prepayment of intercompany Debt owed by any Loan Party to any other Loan Party, (iib) amend, modify or change in any manner any term or condition of any Surviving Debt or relating to Permitted Unsecured Indebtedness or the 2017 Senior Notes (or any Subordinated Debt, or permit Indebtedness constituting a Permitted Refinancing thereof) in any of its Subsidiaries to do so, except for any amendment, modification manner that would (i) increase the interest rate or change of Surviving Debt (to earlier dates) the dates upon which principal and interest are due thereon; (ii) alter the redemption, prepayment or Subordinated Debt subordination provisions thereof in a manner that (A) could not reasonably would be expected materially adverse to adversely affect the Agents or the Lenders, ; (Biii) alter the covenants or events of default in a manner that would not accelerate make such provisions materially more onerous or restrictive to the scheduled amortization Company or final maturity date of any such Surviving Debt Subsidiary; or Subordinated Debt or (iv) otherwise materially increase the amounts due on obligations of the Company or any scheduled amortization date, (C) would not increase the applicable interest rate of such Surviving Debt or Subordinated DebtSubsidiary thereunder, or permit any of its Subsidiaries to do any of the foregoing and (D) will not contain mandatory redemption prepayment covenant foregoing, other than to prepay any Indebtedness payable to the Company or event of default provisions materially more restrictive than a Guarantor. Notwithstanding the terms of such Surviving Debt foregoing, the Company shall be permitted to prepay, redeem, purchase, defease or such Subordinated Debt otherwise satisfy prior to the date scheduled maturity thereof in any manner, Indebtedness; provided that (A) (i) no Event of Default has occurred and would be continuing or would exist after giving effect to such amendmentprepayment, modification redemption, purchase, defeasance or change or satisfaction, (ii) the Company shall be in compliance with the financial covenants set forth in Section 6.13 on a Pro Forma Basis; and (iii) amendthe Total Net Leverage Ratio shall be less than or equal to 3.75 to 1.00 on a Pro Forma Basis, modify(B) such prepayment, redemption, purchase, defeasance or change satisfaction is made with the proceeds of Qualified Equity Interests or in exchange for Qualified Equity Interests or is made pursuant to any manner any term Permitted Refinancing or condition with the proceeds of Permitted Unsecured Indebtedness or (C) such prepayment, redemption, purchase, defeasance or satisfaction results from the exercise of put rights by holders of Indebtedness of the New Third Lien Documents except to Company permitted under Section 6.1(d), arising as a result of the extent permitted by price of the Third Lien Intercreditor and Subordination AgreementCompany’s common stock exceeding a specified price.

Prepayments, Etc., of Debt. (ia) PrepayParent shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, (x) voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any mannermanner (it being understood that payments of regularly scheduled interest shall be permitted unless such payments violate any subordination terms of any Junior Financing Documentation) any Permitted Junior Debt, Term Debt, Term Refinancing Debt, UST Tranche A Facility Indebtedness, UST Tranche A Refinancing Debt, UST Tranche B Facility Indebtedness, UST Tranche B Refinancing Debt, Specified Pension Fund Obligations or any Permitted Refinancing of any of the foregoing, or (y) prepay the Term Debt or Term, Term Refinancing Debt, UST Tranche A Facility Indebtedness, UST Tranche A Refinancing Debt, UST Tranche B Facility Indebtedness, UST Tranche B Refinancing Debt out of excess cash flow (or an equivalent terms) in accordance with the terms thereof, or (z) make any payment in violation of any subordination terms of, of any Debt or permit any of its Subsidiaries to do so Junior Financing Documentation except (Ai) the payment or prepayment of any or all of the Obligations incurred pursuant to Section 5.02(b)(v) Permitted Refinancing permitted in accordance with the terms respect thereof, (Bii) subject to the Second Lien Intercreditor and Subordination Agreement, the payment or prepayment conversion of any such Debt (or all any Permitted Refinancing thereof) to Equity Interests (other than Disqualified Equity Interests unless such Disqualified Equity Interests would be permitted by Section 10.2.3) of the Obligations under the Loan DocumentsParent, (C) prepayments in full of Debt incurred pursuant to Section 5.02(b)(ii) but only with the proceeds of replacement or refinancing Debt permitted under such Section, (D) regularly scheduled or required repayments or redemptions of Surviving Debt and (Eiii) the prepayment of intercompany Debt owed of Parent or any Restricted Subsidiary to Parent or any Restricted Subsidiary to the extent not prohibited by applicable subordination provisions, (iv) prepayments, redemptions, purchases, defeasances, other payments and satisfaction from the proceeds of equity issuances, (v) AHYDO catch-up payments, (vi) any Loan Party payment permitted to be made pursuant to Section 10.2.6(i) if it were a Restricted Payment, and (vii) other prepayments, redemptions, purchases, defeasances and other payments in respect of Debt subject to the satisfaction of the Debt Repayment Conditions in connection therewith. For greater certainty, nothing in this Section 10.2.13(a) or elsewhere in this Agreement shall limit or restrict the ability of Parent or any Restricted Subsidiary to prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Existing Series A Notes or Existing Series B Notes or any Debt listed on Schedule 10.2.3(b), in each case that remain outstanding after the consummation of the Recapitalization Transactions and the other Loan Party, Transactions on the Closing Date or (ii) amendany ordinary course obligations that were deferred, modify partially paid, postponed or change in any manner any term or condition of any Surviving Debt or any Subordinated Debt, or permit any of its Subsidiaries to do so, except for any amendment, modification or change of Surviving Debt or Subordinated Debt that (A) could not reasonably be expected to adversely affect the Agents or the Lenders, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt or Subordinated Debt or increase the amounts due on any scheduled amortization date, (C) would not increase the applicable interest rate of such Surviving Debt or Subordinated Debt, or permit any of its Subsidiaries to do any otherwise remaining outstanding as of the foregoing Amendment No. 6 Effective Date and (D) will not contain mandatory redemption prepayment covenant or event of default provisions materially more restrictive than the terms of such Surviving Debt or such Subordinated Debt prior permitted pursuant to the date of such amendment, modification or change or (iii) amend, modify, or change in any manner any term or condition of the New Third Lien Documents except to the extent permitted by the Third Lien Intercreditor and Subordination Agreement.Section 10.2.3(ff). 151

Prepayments, Etc., of Debt. The Credit Parties will not, nor will they permit any Subsidiary to, without the prior written consent of the Required Lenders, (ia) Prepayprepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, the principal of Permitted Unsecured Indebtedness (excluding Indebtedness set forth on Schedule 3.16 or make any payment in violation of any subordination terms of, any Debt Indebtedness incurred under Section 6.1(d)) or permit any of its Subsidiaries to do so except (A) the payment or prepayment of any or all of the Obligations incurred pursuant to Section 5.02(b)(v) in accordance with the terms thereof, (B) subject to the Second Lien Intercreditor and Subordination Agreement, the payment or prepayment of any or all of the Obligations under the Loan Documents, (C) prepayments in full of Debt incurred pursuant to Section 5.02(b)(ii) but only with the proceeds of replacement or refinancing Debt permitted under such Section, (D) regularly scheduled or required repayments or redemptions of Surviving Debt and (E) the prepayment of intercompany Debt owed by any Loan Party to any other Loan Party, (iib) amend, modify or change in any manner any term or condition of or relating to Permitted Unsecured Indebtedness in any Surviving Debt manner that would (i) increase the interest rate or change (to earlier dates) the dates upon which principal and interest are due thereon; (ii) alter the redemption, prepayment or subordination provisions thereof in a manner that would be materially adverse to the Lenders; (iii) alter the covenants or events of default in a manner that would make such provisions materially more onerous or restrictive to the Company or any Subordinated Debt, such Subsidiary; or permit any of its Subsidiaries to do so, except for any amendment, modification or change of Surviving Debt or Subordinated Debt that (Aiv) could not reasonably be expected to adversely affect the Agents or the Lenders, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt or Subordinated Debt or otherwise materially increase the amounts due on obligations of the Company or any scheduled amortization date, (C) would not increase the applicable interest rate of such Surviving Debt or Subordinated DebtSubsidiary thereunder, or permit any of its Subsidiaries to do any of the foregoing and (D) will not contain mandatory redemption prepayment covenant foregoing, other than to prepay any Indebtedness payable to the Company or event of default provisions materially more restrictive than a Guarantor. Notwithstanding the terms of such Surviving Debt foregoing, the Company shall be permitted to prepay, redeem, purchase, defease or such Subordinated Debt otherwise satisfy prior to the date scheduled maturity thereof in any manner, Indebtedness; provided that (A) (i) no Event of Default has occurred and would be continuing or would exist after giving effect to such amendmentprepayment, modification redemption, purchase, defeasance or change or satisfaction, (ii) the Company shall be in compliance with the financial covenants set forth in Section 6.13 on a Pro Forma Basis; and (iii) amendthe Total Net Leverage Ratio shall be less than or equal to 3.00 : 1.00 on a Pro Forma Basis, modify(B) such prepayment, redemption, purchase, defeasance or change satisfaction is made with the proceeds of Qualified Equity Interests or in exchange for Qualified Equity Interests or is made pursuant to any manner any term Permitted Refinancing or condition with the proceeds of Permitted Unsecured Indebtedness or (C) such prepayment, redemption, purchase, defeasance or satisfaction results from the exercise of put rights by holders of Indebtedness of the New Third Lien Documents except to Company permitted under Section 6.1(d), arising as a result of the extent permitted by price of the Third Lien Intercreditor and Subordination AgreementCompany’s common stock exceeding a specified price.

Prepayments, Etc., of Debt. The Credit Parties will not, nor will they permit any Subsidiary to, without the prior written consent of the Required Lenders, (ia) Prepayprepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt or permit any of its Subsidiaries to do so except (A) the payment or prepayment of any or all of the Obligations incurred pursuant to Section 5.02(b)(v) in accordance with the terms thereof, (B) subject to the Second Lien Intercreditor and Subordination Agreement, the payment or prepayment of any or all of the Obligations principal under the Loan Documents, 2007 Senior Notes or the 2010 Senior Notes or (C) prepayments in full of Debt incurred pursuant to Section 5.02(b)(ii) but only with the proceeds of replacement or refinancing Debt permitted under such Section, (D) regularly scheduled or required repayments or redemptions of Surviving Debt and (E) the prepayment of intercompany Debt owed by any Loan Party to any other Loan Party, (iib) amend, modify or change in any manner any term or condition of or relating to the 2007 Senior Notes, the 2010 Senior Notes or any Surviving Debt in any manner that would (i) increase the interest rate or change (to earlier dates) the dates upon which principal and interest are due thereon; (ii) alter the redemption, prepayment or subordination provisions thereof in a manner that would be materially adverse to the Lenders; (iii) alter the covenants or events of default in a manner that would make such provisions materially more onerous or restrictive to the Borrower or any Subordinated Debt, such Subsidiary; or permit any of its Subsidiaries to do so, except for any amendment, modification or change of Surviving Debt or Subordinated Debt that (Aiv) could not reasonably be expected to adversely affect the Agents or the Lenders, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt or Subordinated Debt or otherwise materially increase the amounts due on obligations of the Borrower or any scheduled amortization date, (C) would not increase the applicable interest rate of such Surviving Debt or Subordinated DebtSubsidiary thereunder, or permit any of its Subsidiaries to do any of the foregoing and (D) will not contain mandatory redemption prepayment covenant foregoing, other than to prepay any Indebtedness payable to the Borrower or event of default provisions materially more restrictive than a Guarantor. Notwithstanding the terms of such Surviving Debt foregoing, the Borrower shall be permitted to prepay, redeem, purchase, defease or such Subordinated Debt otherwise satisfy prior to the date scheduled maturity thereof in any manner, unsecured Indebtedness; provided that either (A) after giving effect to such prepayment on a Pro Forma Basis (1) the Leverage Ratio (as determined by the Administrative Agent) of such amendment, modification or change the Borrower and its Subsidiaries is less than 3.0:1.0 and (2) the Borrower shall have at least $35,000,000 of borrowing availability under the Revolving Credit Facility or (iiiB) amendsuch prepayment, modify, redemption or change purchase results from the exercise of conversion rights under Equity Interests that is in any manner any term or condition the form of convertible Indebtedness of the New Third Lien Documents except to the extent permitted by the Third Lien Intercreditor and Subordination AgreementBorrower.

Prepayments, Etc., of Debt. The Credit Parties will not, nor will they permit any Subsidiary to, without the prior written consent of the Required Lenders, (ia) Prepayprepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, the principal of Permitted Unsecured Indebtedness (excluding Indebtedness set forth on Schedule 3.16 or make any payment in violation of any subordination terms of, any Debt Indebtedness incurred under Section 6.1(d)) or permit any of its Subsidiaries to do so except (A) the payment or prepayment of any or all of the Obligations incurred pursuant to Section 5.02(b)(v) in accordance with the terms thereof, (B) subject to the Second Lien Intercreditor and Subordination Agreement, the payment or prepayment of any or all of the Obligations under the Loan Documents, (C) prepayments in full of Debt incurred pursuant to Section 5.02(b)(ii) but only with the proceeds of replacement or refinancing Debt permitted under such Section, (D) regularly scheduled or required repayments or redemptions of Surviving Debt and (E) the prepayment of intercompany Debt owed by any Loan Party to any other Loan Party, (iib) amend, modify or change in any manner any term or condition of or relating to Permitted Unsecured Indebtedness in any Surviving Debt manner that would (i) increase the interest rate or change (to earlier dates) the dates upon which principal and interest are due thereon; (ii) alter the redemption, prepayment or subordination provisions thereof in a manner that would be materially adverse to the Lenders; (iii) alter the covenants or events of default in a manner that would make such provisions materially more onerous or restrictive to the Company or any Subordinated Debt, such Subsidiary; or permit any of its Subsidiaries to do so, except for any amendment, modification or change of Surviving Debt or Subordinated Debt that (Aiv) could not reasonably be expected to adversely affect the Agents or the Lenders, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt or Subordinated Debt or otherwise materially increase the amounts due on obligations of the Company or any scheduled amortization date, (C) would not increase the applicable interest rate of such Surviving Debt or Subordinated DebtSubsidiary thereunder, or permit any of its Subsidiaries to do any of the foregoing and (D) will not contain mandatory redemption prepayment covenant foregoing, other than to prepay any Indebtedness payable to the Company or event of default provisions materially more restrictive than a Guarantor. Notwithstanding the terms of such Surviving Debt foregoing, the Company shall be permitted to prepay, redeem, purchase, defease or such Subordinated Debt otherwise satisfy prior to the date scheduled maturity thereof in any manner, Indebtedness; provided that (A) (i) no Event of Default has occurred and would be continuing or would exist after giving effect to such amendmentprepayment, modification redemption, purchase, defeasance or change or satisfaction, (ii) the Company shall be in compliance with the financial covenants set forth in Section 6.13 on a Pro Forma Basis; and (iii) amendthe Total Net Leverage Ratio shall be less than or equal to 2.75 : 1.00 on a Pro Forma Basis, modify(B) such prepayment, redemption, purchase, defeasance or change satisfaction is made with the proceeds of Qualified Equity Interests or in exchange for Qualified Equity Interests or is made pursuant to any manner any term Permitted Refinancing or condition with the proceeds of Permitted Unsecured Debt or (C) such prepayment, redemption, purchase, defeasance or satisfaction results from the exercise of put rights by holders of Indebtedness of the New Third Lien Documents except to Company permitted under Section 6.1(d), arising as a result of the extent permitted by price of the Third Lien Intercreditor and Subordination AgreementCompany's common stock exceeding a specified price.

Prepayments, Etc., of Debt. (i) PrepayNo Borrower shall, nor shall any Borrower permit any of its Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any mannermanner any Debt, or make any payment in violation of any subordination terms of, any Debt or permit any of its Subsidiaries to do so except (Aa) the payment or prepayment of any or all of the Obligations incurred pursuant to Section 5.02(b)(v) Loans in accordance with the terms of this Agreement and the prepayment of Debt payable to LS&Co, (b) the payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Debt (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of a permitted Disposition, (c) the prepayment of secured Debt, in whole or in part, in conjunction with the refinancing of such Debt provided that (i) the proceeds from such refinancing are sufficient to prepay such Debt or part thereof being refinanced and (ii) there is no increase in the Aggregate Revolver Outstandings as a result of such prepayment, (d) the close out of Ordinary Course Hedge Agreements, (e) Debt of LS&Co to any of its Subsidiaries (other than the Excluded Subsidiary) and Debt of any of its Subsidiaries (other than the Excluded Subsidiary) to LS&Co or any of its other Subsidiaries (other than the Excluded Subsidiary) to the extent such Debt to be prepaid is permitted pursuant to Section 7.15, in each case, in accordance with any subordination terms thereof, (f) prepayment by Foreign Subsidiaries of Debt of Foreign Subsidiaries; (g) mandatory prepayments required under the documentation for an IP Facility; and (h) prepayments of LS&Co’s outstanding 12.25% senior notes due December 2012; provided that (i) the requirements of this Section 7.24 shall not apply (A) during any Minimum Excess Availability Period (I) occurring during the period beginning on the Amendment Date and ending on the Trademark Subfacility Payoff Date (so long as (x) after giving effect to any proposed prepayment, redemption, purchase, defeasance or other satisfaction of Debt, Availability would not be less than $125,000,000 and (y) immediately before and after giving effect to any proposed prepayment, redemption, purchase, defeasance or other satisfaction of Debt, no Default or Event of Default has occurred and is continuing) or (II) occurring during the period beginning on the date after the Trademark Subfacility Payoff Date (so long as (x) after giving effect to any proposed prepayment, redemption, purchase, defeasance or other satisfaction of Debt, Availability would not be less than $25,000,000 and (y) immediately before and after giving effect to any proposed prepayment, redemption, purchase, defeasance or other satisfaction of Debt, no Default or Event of Default has occurred and is continuing) or (B) subject to the Second Lien Intercreditor and Subordination Agreementany prepayment, the payment redemption, purchase, defeasance or prepayment of any or all of the Obligations under the Loan Documents, (C) prepayments in full other satisfaction of Debt incurred pursuant to Section 5.02(b)(ii) but only made with the proceeds of replacement the issuance of Equity Interests of LS&Co or refinancing Debt permitted under such Sectionany Foreign Subsidiary, (D) regularly scheduled or required repayments or redemptions of Surviving Debt and (E) the prepayment of intercompany Debt owed by any Loan Party to any other Loan Party, (ii) amend, modify no Default or change in Event of Default shall be deemed to have occurred following any manner any term or condition of any Surviving Debt or any Subordinated Debt, or permit any of its Subsidiaries to do so, except for any amendment, modification or change of Surviving Debt or Subordinated Debt that (A) could not reasonably be expected to adversely affect the Agents or the Lenders, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt or Subordinated Debt or increase the amounts due Minimum Excess Availability Period 60 based solely on any scheduled amortization dateprepayments, (C) would redemptions, purchases, defeasances or other satisfactions of Debt made, declared or otherwise paid during any Minimum Excess Availability Period and any such prepayments, redemptions, purchases, defeasances or other satisfactions of Debt shall not increase be taken into account when applying the applicable interest rate of such Surviving Debt or Subordinated Debt, or permit any of its Subsidiaries to do any of the foregoing and (D) will not contain mandatory redemption prepayment covenant or event of default provisions materially more restrictive than the terms of such Surviving Debt or such Subordinated Debt prior to the date of such amendment, modification or change or (iii) amend, modify, or change dollar limitations set forth in any manner any term or condition of the New Third Lien Documents except to the extent permitted by the Third Lien Intercreditor and Subordination Agreementthis Section 7.24.

Prepayments, Etc., of Debt. The Credit Parties will not, nor will they permit any Subsidiary to, without the prior written consent of the Required Lenders, (ia) Prepayprepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, the 2010 Senior Notes or make any payment in violation of any subordination terms of, any Debt the Euro Notes or permit any of its Subsidiaries to do so except (A) the payment or prepayment of any or all of the Obligations incurred pursuant to Section 5.02(b)(v) in accordance with the terms thereof, (B) subject to the Second Lien Intercreditor and Subordination Agreement, the payment or prepayment of any or all of the Obligations under the Loan Documents, (C) prepayments in full of Debt incurred pursuant to Section 5.02(b)(ii) but only with the proceeds of replacement or refinancing Debt permitted under such Section, (D) regularly scheduled or required repayments or redemptions of Surviving Debt and (E) the prepayment of intercompany Debt owed by any Loan Party to any other Loan Party, (iib) amend, modify or change in any manner any term or condition of or relating to the 2010 Senior Notes, the Euro Notes or any Surviving Debt in any manner that would (i) increase the interest rate or change (to earlier dates) the dates upon which principal and interest are due thereon; (ii) alter the redemption, prepayment or subordination provisions thereof in a manner that would be materially adverse to the Lenders; (iii) alter the covenants or events of default in a manner that would make such provisions materially more onerous or restrictive to the Company or any Subordinated Debt, such Subsidiary; or permit any of its Subsidiaries to do so, except for any amendment, modification or change of Surviving Debt or Subordinated Debt that (Aiv) could not reasonably be expected to adversely affect the Agents or the Lenders, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt or Subordinated Debt or otherwise materially increase the amounts due on obligations of the Company or any scheduled amortization date, (C) would not increase the applicable interest rate of such Surviving Debt or Subordinated DebtSubsidiary thereunder, or permit any of its Subsidiaries to do any of the foregoing and (D) will not contain mandatory redemption prepayment covenant foregoing, other than to prepay any Indebtedness payable to the Borrowers or event of default provisions materially more restrictive than a Guarantor. Notwithstanding the terms of such Surviving Debt foregoing, the Company shall be permitted to prepay, redeem, purchase, defease or such Subordinated Debt otherwise satisfy prior to the date scheduled maturity thereof in any manner, Indebtedness; provided that either (A) after giving effect to such prepayment on a Pro Forma Basis (1) the Company will be in compliance with the financial covenants set forth in Section 5.9 and (2) the Borrowers shall have at least $35,000,000 of such amendment, modification or change borrowing availability under the Revolving Credit Facility or (iiiB) amendsuch prepayment, modify, redemption or change purchase results from the exercise of conversion rights under Equity Interests that is in any manner any term or condition the form of convertible Indebtedness of the New Third Lien Documents except to the extent permitted by the Third Lien Intercreditor and Subordination AgreementCompany.

Prepayments, Etc., of Debt. Unless (ix) Prepaythe Leverage Ratio is not more than 3.75:1.00, as set forth in the most recent officer’s certificate received by the Administrative Agent pursuant to Section 5.03(b) or Section 5.03(c) or (y) irrespective of whether the preceding clause (x) is applicable, an Investment Grade Period shall have commenced after the date hereof (irrespective of whether such Investment Grade Period shall have ended), prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt or permit any of its Subsidiaries to do so Material Debt, except (Ai) the payment or prepayment of any or all of the Obligations incurred pursuant to Section 5.02(b)(v) Advances in accordance with the terms thereofof this Agreement, (B) subject to the Second Lien Intercreditor and Subordination Agreement, the payment or prepayment of any or all of the Obligations under the Loan Documents, (C) prepayments in full of Debt incurred pursuant to Section 5.02(b)(ii) but only with the proceeds of replacement or refinancing Debt permitted under such Section, (Dii) regularly scheduled or required repayments or redemptions of Surviving Material Debt (other than payments in respect of Material Debt constituting Subordinated Debt which are in contravention of the subordination provisions thereof), (iii) any prepayments or redemptions of Material Debt in connection with a refunding or refinancing of such Material Debt with Refinancing Debt, (iv) payments of secured Material Debt that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Material Debt, (v) payments in respect of Material Debt owed to the Parent or any Subsidiary, and (vi) redemptions, prepayments or defeasance at any time of any senior or subordinated Material Debt and premium thereon (Ewhether secured or unsecured) of the Borrower or of any Subsidiaries, provided that no Default shall have occurred and be continuing at such time or would result therefrom and after giving effect thereto, the sum of the Unused Revolving Credit Commitments and Unrestricted Cash shall not be less than $100,000,000, provided, further that in the case of any such redemption, prepayment or defeasance of intercompany Material Debt owed by any Loan Party to any other Loan Partywith a scheduled maturity date later than the earliest Termination Date, (ii) the amount of such redemption, prepayment or defeasance shall not exceed the Available Basket Amount Not Otherwise Applied at such time; or amend, modify or change in any manner materially adverse to the Lender Parties any term or condition of any Surviving Debt or any Subordinated Debt, or permit any of its Subsidiaries to do so, except for any amendment, modification or change of Surviving Debt or Subordinated Debt that (A) could not reasonably be expected to adversely affect the Agents or the Lenders, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt or Subordinated Debt or increase the amounts due on any scheduled amortization date, (C) would not increase the applicable interest rate of such Surviving Material Debt or Subordinated Debt, or permit any of its Subsidiaries to do any of the foregoing and (D) will not contain mandatory redemption prepayment covenant or event of default provisions materially more restrictive than the terms of such Surviving Debt or such Subordinated Debt prior to the date of such amendment, modification or change or (iii) amend, modify, or change in any manner any term or condition of the New Third Lien Documents except to the extent permitted by the Third Lien Intercreditor and Subordination Agreement.

Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any mannermanner any Debt (other than Obligations), or make any payment in violation of any subordination terms of, of any Debt or permit any of its Subsidiaries to do so except (A) the payment or prepayment of any or all of the Obligations incurred pursuant to Section 5.02(b)(v) in accordance with the terms thereof, (B) subject subordinated to the Second Lien Intercreditor and Subordination AgreementObligations, except as permitted by the payment applicable subordination agreement or prepayment of any or all of the Obligations under the Loan Documents, (C) prepayments in full of Debt incurred pursuant to Section 5.02(b)(ii) but only subordination terms with the proceeds of replacement or refinancing Debt permitted under such Section, (D) regularly scheduled or required repayments or redemptions of Surviving Debt and (E) the prepayment of intercompany Debt owed by any Loan Party to any other Loan Partyrespect thereto, (ii) amend, modify or change in any manner any term or condition of any Surviving Debt or any Subordinated Debt, or permit any of its Subsidiaries subordinated to do so, the Obligations except for any amendment, modification or change of Surviving Debt or Subordinated Debt that (A) could not reasonably be expected to adversely affect the Agents or the Lenders, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt or Subordinated Debt or increase the amounts due on any scheduled amortization date, (C) would not increase as permitted by the applicable interest rate of such Surviving Debt subordination agreement or Subordinated Debt, or permit any of its Subsidiaries to do any of the foregoing and (D) will not contain mandatory redemption prepayment covenant or event of default provisions materially more restrictive than the subordination terms of such Surviving Debt or such Subordinated Debt prior to the date of such amendment, modification or change with respect thereto; or (iii) amendamend or modify any documents or instruments governing any Debt other than the Loan Documents (including, modifywithout limitation, the Permitted Senior Notes), other than amendments that could not be reasonably expected to have a Material Adverse Effect or change adversely affect in any manner any term or condition material respect the interests of the New Third Lien Documents Lender Parties. Notwithstanding the foregoing in this Section 5.02(j), the conversion, exchange, settlement and/or redemption of any Permitted Convertible Indebtedness, Permitted Bond Hedge Transaction or Permitted Warrant Transaction shall not be prohibited by this Section 5.02(j); provided that (1) any payment made in cash to holders of Permitted Convertible Indebtedness in excess of the original principal (or notional) amount thereof and interest thereon (other than payment of customary fees, costs and expenses associated therewith), and interest on such excess amount (except to the extent permitted that a corresponding amount is received by the Third Lien Intercreditor Borrower in cash (whether through a direct cash payment or a settlement in shares of stock that are promptly sold for cash) substantially contemporaneously from the other party to a Permitted Bond Hedge Transaction relating to such Permitted Convertible Indebtedness) and Subordination Agreement.(2) any cash payment made in connection with the settlement of a Permitted Warrant Transaction to the extent the Borrower has the option of satisfying such payment obligation through the issuance of shares of common stock, may be made, in each case under the foregoing clauses (1) and (2), only if (x) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis, and (y) the Borrower shall deliver a certificate from a Responsible Officer in form and detail reasonably satisfactory to the Administrative Agent confirming the foregoing and demonstrating compliance with the financial covenants set forth in Section 5.04 after giving effect thereto on a pro forma basis. 91

Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt or permit any of its Subsidiaries to do so so, except (A) subject to the terms of the Third Lien Intercreditor and Subordination Agreement, the payment or prepayment of any or all of the Obligations under the Purchase Documents, (B) the payment or prepayment of any or all of the Obligations incurred pursuant to Section 5.02(b)(v) in accordance with the terms thereofSection 5.02(b)(iii), (BC) subject to the terms of the Second Lien Intercreditor and Subordination Agreement, the payment or prepayment of any or all of the Obligations under the Loan Documents, (C) prepayments incurred in full of Debt incurred pursuant to accordance with Section 5.02(b)(ii) but only with the proceeds of replacement or refinancing Debt permitted under such Section), (D) regularly scheduled or required repayments or redemptions of Surviving Debt Debt, and (E) the prepayment of intercompany Debt owed by any Loan Party Obligor to any other Loan PartyObligor by the Parent or any Subsidiary of the Parent, or (ii) amend, modify or change in any manner any term or condition of any Surviving Debt or any Subordinated Debt, or permit any of its Subsidiaries to do so, except in each case for any amendment, modification or change of such Surviving Debt or Subordinated Debt that (A) could not reasonably be expected to adversely affect effect the Agents or the LendersPurchasers, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt or Subordinated Debt or increase the amounts due on any scheduled amortization date, (C) would not increase the applicable interest rate of such Surviving Debt or Subordinated Debt, or permit any of its Subsidiaries to do any of the foregoing foregoing, and (D) will shall not contain mandatory redemption prepayment redemption, prepayment, covenant or event of default provisions materially more restrictive than the terms of such Surviving Debt or such Subordinated Debt prior to the date of such amendment, modification or change or (iii) amend, modify, or change in any manner any term or condition of the New Third Lien Documents except to the extent permitted by the Third Lien Intercreditor and Subordination Agreementchange.

Prepayments, Etc., of Debt. (ia) PrepayParent shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, (x) voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any mannermanner (it being understood that payments of regularly scheduled interest shall be permitted unless such payments violate any subordination terms of any Junior Financing Documentation) any Permitted Junior Debt, Term Debt, Term Refinancing Debt, UST Tranche A Facility Indebtedness, UST Tranche A Refinancing Debt, UST Tranche B Facility Indebtedness, UST Tranche B Refinancing Debt, Specified Pension Fund Obligations (except for any voluntary prepayment, redemption, purchase, defeasance or other satisfaction of any Specified Pension Fund Obligations made within five (5) Business Days of any stated maturity date or scheduled payment date therefor) or any Permitted Refinancing of any of the foregoing, or (y) prepay the Term Debt, Term Refinancing Debt, UST Tranche A Facility Indebtedness, UST Tranche A Refinancing Debt, UST Tranche B Facility Indebtedness, UST Tranche B Refinancing Debt out of excess cash flow (or an equivalent terms) in accordance with the terms thereof, or (z) make any payment in violation of any subordination terms of, of any Debt or permit any of its Subsidiaries to do so Junior Financing Documentation except (Ai) the payment or prepayment of any or all of the Obligations incurred pursuant to Section 5.02(b)(v) Permitted Refinancing permitted in accordance with the terms respect thereof, (Bii) subject to the Second Lien Intercreditor and Subordination Agreement, the payment or prepayment conversion of any such Debt (or all any Permitted Refinancing thereof) to Equity Interests (other than Disqualified Equity Interests unless such Disqualified Equity Interests would be permitted by Section 10.2.3) of the Obligations under the Loan DocumentsParent, (C) prepayments in full of Debt incurred pursuant to Section 5.02(b)(ii) but only with the proceeds of replacement or refinancing Debt permitted under such Section, (D) regularly scheduled or required repayments or redemptions of Surviving Debt and (Eiii) the prepayment of intercompany Debt owed of Parent or any Restricted Subsidiary to Parent or any Restricted Subsidiary to the extent not prohibited by applicable subordination provisions, (iv) prepayments, redemptions, purchases, defeasances, other payments and satisfaction from the proceeds of equity issuances, (v) AHYDO catch-up payments, (vi) any Loan Party payment permitted to be made pursuant to Section 10.2.6(i) if it were a Restricted Payment, and (vii) other prepayments, redemptions, purchases, defeasances and other payments in respect of Debt subject to the satisfaction of the Debt Repayment Conditions in connection therewith. For greater certainty, nothing in this Section 10.2.13(a) or elsewhere in this Agreement shall limit or restrict the ability of Parent or any Restricted Subsidiary to prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Existing Series A Notes or Existing Series B Notes or any Debt listed on Schedule 10.2.3(b), in each case that remain outstanding after the consummation of the Recapitalization Transactions and the other Loan Party, Transactions on the Closing Date or (ii) amendany ordinary course obligations that were deferred, modify partially paid, postponed or change in any manner any term or condition of any Surviving Debt or any Subordinated Debt, or permit any of its Subsidiaries to do so, except for any amendment, modification or change of Surviving Debt or Subordinated Debt that (A) could not reasonably be expected to adversely affect the Agents or the Lenders, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt or Subordinated Debt or increase the amounts due on any scheduled amortization date, (C) would not increase the applicable interest rate of such Surviving Debt or Subordinated Debt, or permit any of its Subsidiaries to do any otherwise remaining outstanding as of the foregoing Amendment No. 6 Effective Date and (D) will not contain mandatory redemption prepayment covenant or event of default provisions materially more restrictive than the terms of such Surviving Debt or such Subordinated Debt prior permitted pursuant to the date of such amendment, modification or change or (iii) amend, modify, or change in any manner any term or condition of the New Third Lien Documents except to the extent permitted by the Third Lien Intercreditor and Subordination AgreementSection 10.2.3(ff).

Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt or permit any of its Subsidiaries to do so except (A) the payment or prepayment of any or all of the Obligations incurred pursuant to Section 5.02(b)(v) in accordance with the terms thereof, (B) subject to the Second Lien Intercreditor and Subordination Agreement, the payment or prepayment of any or all of the Obligations under the Loan Documents, (C) prepayments in full of Debt incurred pursuant to Section 5.02(b)(ii) but only with the proceeds of replacement or refinancing Debt permitted under such Section, (D) regularly scheduled or required repayments or redemptions of Surviving Debt and (E) the prepayment of intercompany Debt owed by any Loan Party to any other Loan Party, (ii) amend, modify or change in any manner any term or condition of any Surviving Debt or any Subordinated Debtsatisfy, or permit any of its Subsidiaries to do soprepay, except for any amendmentredeem, modification purchase, defease or change of Surviving Debt or Subordinated Debt that (A) could not reasonably be expected otherwise satisfy, prior to adversely affect the Agents or the Lenders, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt or Subordinated Debt or increase the amounts due on any scheduled amortization date, (C) would not increase the applicable interest rate of such Surviving Debt or Subordinated Debtthereof, or permit payments with respect to any guarantee with respect thereto, in any manner any Junior Debt prior to the Termination Date except (1) mandatory redemptions and prepayments of its Subsidiaries to do any principal and payments of the foregoing and (D) will not contain mandatory redemption prepayment covenant or event of default provisions materially more restrictive than interest, in each case that are required under the terms of such Surviving Junior Debt, (2)prepayments, redemptions, purchases or defeasements of such Junior Debt made in connection with the refinancing thereof with Debt permitted under and incurred pursuant to Section 5.02(b)(iii) as long as such Debt is not guaranteed by Subsidiaries of the Borrower other than the Subsidiary Guarantors and, if such Debt so refinanced was subordinated in right of payment to the Obligations, such refinancing Debt is subordinated in right of payment to the obligations at least to the same extent as such Debt so refinanced, (3)any Existing AROP Notes or any Existing AROP Notes Refinancing Debt may be refinanced, prepaid, redeemed, repurchased, defeased or otherwise satisfied with the Existing AROP Notes Refinancing Debt or such Subordinated Debt prior to the date (4) prepayments, redemptions, purchases or defeasements of such amendmentJunior Debt so long as immediately after giving Pro Forma Effect thereto (A) the Consolidated CoalCo Debt to Consolidated Cash Flow Ratio is equal to or less than 1.00: 1.00 (provided, modification that this subclause (A) shall not apply to Junior Debt incurred or change outstanding pursuant to Section 5.02(b)(ii)) and (B) there shall be Liquidity in the amount of at least $200,000,000; or (iiiii) amend, amend or otherwise modify, or change permit Subsidiary to amend or otherwise modify, any Junior Debt in any a manner any term or condition of the New Third Lien Documents except to the extent permitted by the Third Lien Intercreditor and Subordination Agreement.that would have a Material Adverse Effect. ​

Prepayments, Etc., of Debt. (ia) PrepayParent shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, (x) voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any mannermanner (it being understood that payments of regularly scheduled interest shall be permitted unless such payments violate any subordination terms of any Junior Financing Documentation) any Permitted Junior Debt, Term Debt, Term Refinancing Debt or any Permitted Refinancing of any of the foregoing, or (y) prepay the Term Debt or Term Refinancing Debt out of excess cash flow (or an equivalent terms) in accordance with the terms thereof, or (z) make any payment in violation of any subordination terms of, of any Debt or permit any of its Subsidiaries to do so Junior Financing Documentation except (Ai) the payment or prepayment of any or all of the Obligations incurred pursuant to Section 5.02(b)(v) Permitted Refinancing permitted in accordance with the terms respect thereof, (Bii) subject to the Second Lien Intercreditor and Subordination Agreement, the payment or prepayment conversion of any such Debt (or all any Permitted Refinancing thereof) to Equity Interests (other than Disqualified Equity Interests unless such Disqualified Equity Interests would be permitted by Section 10.2.3) of the Obligations under the Loan DocumentsParent, (C) prepayments in full of Debt incurred pursuant to Section 5.02(b)(ii) but only with the proceeds of replacement or refinancing Debt permitted under such Section, (D) regularly scheduled or required repayments or redemptions of Surviving Debt and (Eiii) the prepayment of intercompany Debt owed of Parent or any Restricted Subsidiary to Parent or any Restricted Subsidiary to the extent not prohibited by any Loan Party to any other Loan Partyapplicable subordination provisions, (iiiv) amendprepayments, modify redemptions, purchases, defeasances, other payments and satisfaction from the proceeds of equity issuances, (v) AHYDO catch-up payments, (vi) any payment permitted to be made pursuant to Section 10.2.6(i) if it were a Restricted Payment, and (vii) other prepayments, redemptions, purchases, defeasances and other payments in respect of Debt subject to the satisfaction of the Debt Repayment Conditions in connection therewith. For greater certainty, nothing in this Section 10.2.13(a) or change elsewhere in any manner any term this Agreement shall limit or condition restrict the ability of any Surviving Debt Parent or any Subordinated DebtRestricted Subsidiary to prepay, redeem, purchase, defease or permit any of its Subsidiaries to do so, except for any amendment, modification or change of Surviving Debt or Subordinated Debt that (A) could not reasonably be expected to adversely affect the Agents or the Lenders, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt or Subordinated Debt or increase the amounts due on any scheduled amortization date, (C) would not increase the applicable interest rate of such Surviving Debt or Subordinated Debt, or permit any of its Subsidiaries to do any of the foregoing and (D) will not contain mandatory redemption prepayment covenant or event of default provisions materially more restrictive than the terms of such Surviving Debt or such Subordinated Debt otherwise satisfy prior to the date of such amendmentscheduled maturity thereof any Existing Series A Notes or Existing Series B Notes or any Debt listed on Schedule 10.2.3(b), modification or change or (iii) amend, modify, or change in any manner any term or condition each case that remain outstanding after the consummation of the New Third Lien Documents except to Recapitalization Transactions and the extent permitted by other Transactions on the Third Lien Intercreditor and Subordination AgreementClosing Date.

Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt or permit any of its Subsidiaries to do so except (A) the payment or prepayment of any or all of the Obligations incurred pursuant to Section 5.02(b)(v) under the First Lien Loan Documents or, Refinanced First Lien Loan Documents, the Second Lien Loan Document or the Refinanced Second Lien Loan Documents in accordance with the terms thereof, (B) subject to the Second Third Lien Intercreditor and Subordination Agreement, the payment or prepayment of any or all of the Obligations under the Loan Documents, (C) prepayments in full of Debt incurred pursuant to Section 5.02(b)(ii) but only with the proceeds of replacement or refinancing Debt permitted under such Section, (D) regularly scheduled or required repayments or redemptions of Surviving Debt and (ED) the prepayment of intercompany Debt owed by of any Loan Party to by the Parent or any other Loan Party, Subsidiary of the Parent or (ii) amend, modify or change in any manner any term or condition of any Surviving Debt or any Subordinated Debt, or permit any of its Subsidiaries to do so, except for any amendment, modification or change of Surviving Debt or Subordinated Debt that (A) could not reasonably be expected to adversely affect the Agents or the Lendershave a Material Adverse Effect, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt or Subordinated Debt or increase the amounts due on any scheduled amortization date, (C) would not increase the applicable interest rate of such Surviving Debt or Subordinated Debt, or permit any of its Subsidiaries to do any of the foregoing and (D) will not contain mandatory redemption prepayment covenant or event of default provisions materially more restrictive than the terms of such Surviving Debt or such Subordinated Debt prior to the date of such amendment, modification or change change; provided that, notwithstanding the foregoing, the Parent and its Subsidiaries may consummate any Permitted Refinancing, Receivables Financing, Replacement Financing or Existing Debt Refinancing (iii) amendand thereafter make any regularly scheduled or required repayments or redemptions of Debt incurred in connection with any such Permitted Refinancing, modifyReceivables Financing, Replacement Financing or change in any manner any term or condition of the New Third Lien Documents except to the extent permitted by the Third Lien Intercreditor and Subordination AgreementExisting Debt Refinancing).

Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt or permit any of its Subsidiaries to do so except (A) the payment or prepayment of any or all of the Obligations incurred pursuant to Section 5.02(b)(v) in accordance with under the terms thereofNote Purchase Documents, (B) subject to the Second Lien Intercreditor and Subordination Agreement, the payment or prepayment of any or all of the Obligations under the Loan Documents, (C) prepayments in full of Debt incurred pursuant to Section 5.02(b)(ii) but only with the proceeds of replacement or refinancing Debt permitted under such Section, (C) prepayments in full of Debt incurred pursuant to Section 5.02(b)(iii) but only with the proceeds of replacement or refinancing Debt permitted under such Section, (D) regularly scheduled or required repayments or redemptions of Surviving Debt Debt, and (E) the prepayment of intercompany Debt owed by any Loan Party Obligor to any other Loan PartyObligor by the Parent or any Subsidiary of the Parent, (ii) amend, modify or change in any manner any term or condition of any Surviving Debt or any Subordinated Debt, or permit any of its Subsidiaries to do so, except in each case for any amendment, modification or change of Surviving Debt or Subordinated any such Debt that (A) could not reasonably be expected to adversely affect effect the Agents or the LendersNote Purchasers, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt or Subordinated Debt or increase the amounts due on any scheduled amortization date, (C) would not increase the applicable interest rate of such Surviving Debt or Subordinated Debt, or permit any of its Subsidiaries to do any of the foregoing foregoing, and (D) will shall not contain mandatory redemption prepayment redemption, prepayment, covenant or event of default provisions materially more restrictive than the terms of such Surviving Debt or such Subordinated Debt prior to the date of such amendment, modification or change change, or (iii) amend, modify, modify or change in any manner any term or condition of the Second Lien Loan Documents or the New Third Lien Documents except except, in each case, to the extent such amendment, modification or change is permitted by the Third Lien Intercreditor and Subordination AgreementAgreements.

Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any mannermanner any Debt (other than Obligations), or make any payment in violation of any subordination terms of, of any Debt or permit any of its Subsidiaries to do so except (A) the payment or prepayment of any or all of the Obligations incurred pursuant to Section 5.02(b)(v) in accordance with the terms thereof, (B) subject subordinated to the Second Lien Intercreditor and Subordination AgreementObligations, except as permitted by the payment applicable subordination agreement or prepayment of any or all of the Obligations under the Loan Documents, (C) prepayments in full of Debt incurred pursuant to Section 5.02(b)(ii) but only subordination terms with the proceeds of replacement or refinancing Debt permitted under such Section, (D) regularly scheduled or required repayments or redemptions of Surviving Debt and (E) the prepayment of intercompany Debt owed by any Loan Party to any other Loan Partyrespect thereto, (ii) amend, modify or change in any manner any term or condition of any Surviving Debt or any Subordinated Debt, or permit any of its Subsidiaries subordinated to do so, the Obligations except for any amendment, modification or change of Surviving Debt or Subordinated Debt that (A) could not reasonably be expected to adversely affect the Agents or the Lenders, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt or Subordinated Debt or increase the amounts due on any scheduled amortization date, (C) would not increase as permitted by the applicable interest rate of such Surviving Debt subordination agreement or Subordinated Debt, or permit any of its Subsidiaries to do any of the foregoing and (D) will not contain mandatory redemption prepayment covenant or event of default provisions materially more restrictive than the subordination terms of such Surviving Debt or such Subordinated Debt prior to the date of such amendment, modification or change with respect thereto; or (iii) amendamend or modify any documents or instruments governing any Debt other than the Loan Documents (including, modifywithout limitation, the Permitted Senior Notes), other than amendments that could not be reasonably expected to have a Material Adverse Effect or change adversely affect in any manner any term or condition material respect the interests of the New Third Lien Documents Lender Parties. Notwithstanding the foregoing in this Section 5.02(j), the conversion, exchange, settlement and/or redemption of any Permitted Convertible Indebtedness, Permitted Bond Hedge Transaction or Permitted Warrant Transaction shall not be prohibited by this Section 5.02(j); provided that (1) any payment made in cash to holders of Permitted Convertible Indebtedness in excess of the original principal (or notional) amount thereof and interest thereon (other than payment of customary fees, costs and expenses associated therewith), and interest on such excess amount (except to the extent permitted that a corresponding amount is received by the Third Lien Intercreditor Borrower in cash (whether through a direct cash payment or a settlement in shares of stock that are promptly sold for cash) substantially contemporaneously from the other party to a Permitted Bond Hedge Transaction relating to such Permitted Convertible Indebtedness) and Subordination Agreement(2) any cash payment made in connection with the settlement of a Permitted Warrant Transaction to the extent the Borrower has the option of satisfying such payment obligation through the issuance of shares of common stock, may be made, in each case under the foregoing clauses (1) and (2), only if (x) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis, and (y) the Borrower shall deliver a certificate from a Responsible Officer in form and detail reasonably satisfactory to the Administrative Agent confirming the foregoing and demonstrating compliance with the financial covenants set forth in Section 5.04 after giving effect thereto on a pro forma basis.

Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt or permit any of its Subsidiaries to do so except (A) the payment or prepayment of any or all of the Obligations incurred pursuant to Section 5.02(b)(v) under the First Lien Loan Documents or the Refinanced First Lien Loan Documents in accordance with the terms thereof, (B) subject to the Second Lien Intercreditor and Subordination Agreement, the payment or prepayment of any or all of the Obligations under the Loan Documents, (C) prepayments in full of Debt incurred pursuant to Section 5.02(b)(ii) but only with the proceeds of replacement or refinancing Debt permitted under such Section, (D) regularly scheduled or required repayments or redemptions of Surviving Debt and (ED) the prepayment of intercompany Debt owed by of any Loan Party to by the Parent or any other Loan Party, Subsidiary of the Parent or (ii) amend, modify or change in any manner any term or condition of any Surviving Debt or any Subordinated Debt, or permit any of its Subsidiaries to do so, except for any amendment, modification or change of Surviving Debt or Subordinated Debt that (A) could not reasonably be expected to adversely affect the Agents or the Lendershave a Material Adverse Effect, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt or Subordinated Debt or increase the amounts due on any scheduled amortization date, (C) would not increase the applicable interest rate of such Surviving Debt or Subordinated Debt, or permit any of its Subsidiaries to do any of the foregoing and (D) will not contain mandatory redemption prepayment covenant or event of default provisions materially more restrictive than the terms of such Surviving Debt or such Subordinated Debt prior to the date of such amendment, modification or change change; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing, Receivables Financing, Replacement Financing or Existing Debt Refinancing (iiiand thereafter make any regularly scheduled or required repayments or redemptions of Debt incurred in connection with any such Permitted Refinancing, Receivables Financing, Replacement Financing or Existing Debt Refinancing) amendand (2) refinance the Debt under the Loan Documents in full or, modify, or change pursuant to Section 5.02(b)(v) in any manner any term or condition of the New Third Lien Documents except to the extent permitted by the Third Lien Intercreditor and Subordination Agreementpart.