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

Prepayments, Etc. of Indebtedness. (a) Optionally prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent company, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior (1) the Senior Notes (if any), any Incremental Equivalent Debt, or any Permitted External Refinancing Debt or (2) any other Indebtedness that is subordinated to the date that is one year prior Obligations expressly by its terms (other than Indebtedness among the Borrower and its Subsidiaries) at any time during the term of this Agreement (all such Indebtedness referred to in the scheduled maturity date thereof any preceding clause (1) and this clause (2), collectively, the “Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clauseFinancing”), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Refinancing thereof, (ii) the conversion thereof of any such Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower from the substantially concurrent issuance of new shares of its common stock or any parent companyother common equity interests, (iii) prepaymentswith respect to subordinated debt, redemptionsto the extent permitted by any applicable subordination provisions, purchasesand (iv) the Borrower may prepay, defeasances and other payments thereof redeem, purchase, defease or otherwise satisfy prior to their the scheduled maturity in an aggregate amount thereof any Junior Financing; provided that at the time made not to exceed (A) the greater of, at the time made, thereof (x) $165,000,000 and the Borrower is in compliance on a Pro Forma Basis with Section 7.12 after giving effect to such action, (y) 30% there shall be at least $50,000,000 of Consolidated EBITDA as of the last day of the most recently ended Test Period plus Available Liquidity, both immediately prior to and after such action, and (Bz) the Available Amount (provided that, at the time of any such payment, with respect to any prepaymentssuch action, redemptionsthe amount of which, purchaseswhen added to the amount of all other such actions under this clause (iv), defeasances Investments under Section 7.02(z) and other payments made utilizing Restricted Payments pursuant to Section 7.06(k) in the Available Amountimmediately preceding twelve months, no Specified Event is in excess of Default $100,000,000, the Borrower shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior furnished to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, Administrative Agent a Compliance Certificate prepared on a Pro Forma Basis, which Compliance Certificate shall demonstrate that, on a Pro Forma Basis as of the date thereof, no Default (including under Section 7.12) would be deemed to have occurred at such time; provided that, in each case, no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part Default or Event of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made Default shall exist immediately before or immediately after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute giving effect thereto on a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretoPro Forma Basis. (b) Amend, modify or change any term or condition of any documentation governing any Junior Financing in a manner that would (i) permit a payment not otherwise permitted by Section 7.07(a), (ii) contravene any manner subordination or intercreditor provisions then in effect or (iii) otherwise be materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) Optionally prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent companyentity, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (AA)(1) the greater of, at the time made, (x) $165,000,000 215,00,000 and (y) 3035.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period minus (2) the amount of Investments made pursuant to Section 7.02(t)(ii) plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing amounts specified in clauses (a) and (b) of the definition of Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefromtherefrom and the Interest Coverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no less than 2.00:1.00), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.006.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount or “Cure Amount” (as defined in the ABL Facility) and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantcovenant and may later divide and reclassify any prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) so long as the prepayment, redemption, purchase or other satisfaction of Junior Debt (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception or exceptions as of the date of such reclassification.

Prepayments, Etc. of Indebtedness. (a) Optionally The Company will not, and will not permit any of its Restricted Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest interest, paid-in-kind interest, and “AHYDO” payments under of fees, expenses and indemnification obligations as and when due shall be permitted) any such Junior Debt Documents and mandatory prepayments Specified Indebtedness or make any payment in respect violation of the Senior Unsecured Notes shall not be prohibited by this clause)any subordination terms of any Specified Indebtedness, except for (i) the refinancing thereof of Specified Indebtedness in exchange for or with the Net Cash Proceeds net cash proceeds of any Equity Interest (other than Disqualified Equity Interests) or Permitted Refinancing Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)in respect thereof, (ii) payments upon the conversion thereof of any Specified Indebtedness to cash or Qualified Equity Interests (other than Disqualified Equity Interests) of the Borrower or Company and the repurchase of any parent companySpecified Indebtedness required by the terms thereof, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior in respect of Specified Indebtedness so long as the Payment Conditions are satisfied, (iii) mandatory prepayments required pursuant to their scheduled maturity in an aggregate amount at the time made not to exceed terms of the Term Credit Agreement, (Aiv) the greater of, at the time madeprepayments of Indebtedness of Restricted Subsidiaries that are not Loan Parties by Restricted Subsidiaries that are not Loan Parties, (xv) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no in respect of Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom Indebtedness with proceeds from Qualified Equity Interests and (iivi) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment. Notwithstanding anything to the contrary in this Section 6.06(a), the Company will not, and will not permit any of its Restricted Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest, paid-in-kind interest, and payments of fees, expenses and indemnification obligations as and when due shall be permitted) any Specified Indebtedness on or prior to the date that is six months after the Closing Date pursuant to clause (iii) above. For purposes of determining compliance with this Section 6.06(a), in the event that a prepayment (or portion thereof) meets the criteria of more than one of the categories described in clauses (i) through (vi) other prepaymentsabove, redemptions, purchases, defeasances and other payments thereof prior the Company will be entitled to their scheduled maturity classify such prepayment on the date of its payment such prepayment (or portion thereof) in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection any manner that complies with any other transaction permitted by this Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto6.06(a). (b) AmendThe Company will not, and will not permit any of its Restricted Subsidiaries to, amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantSpecified Indebtedness.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Subordinated Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest interest, AHYDO payments and “AHYDO” payments mandatory prepayments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent companyBorrower, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, of (x) $165,000,000 34,000,000 and (y) 3020.0% of Consolidated EBITDA as of the last day of Borrower for the most recently ended Test Period calculated on a Pro Forma Basis, plus (B) the Available Amount, plus (C) without duplication, the Excluded Contribution Amount (provided that, that (x) at the time of any such paymentprepayment, with respect to any prepaymentsredemption, redemptionspurchase, purchases, defeasances defeasance and other payments made utilizing payment in reliance on clause (b) of the definition of “Available Amount”), no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) at the time of any such prepayment, redemption, purchase, defeasance and other payment in reliance on the definition of “Excluded Contribution Amount,” no Specified Event of Default shall have occurred and be continuing or would result therefrom), ) and (iv) other additional prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (thereof; provided that, at the time of such prepaymentsprepayment, redemptionsredemption, purchasespurchase, defeasances or defeasance and other paymentspayment, (i) no Default or Event of Default shall have has occurred and be is continuing or would result therefrom and (ii) the Total Leverage Ratio of the Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto2.50:1.00. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments shall be permitted) the Senior Subordinated Notes, any subordinated Indebtedness incurred under Section 7.03(h) or any such Junior Debt Documents and mandatory prepayments in respect other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Senior Unsecured Notes shall not be prohibited by this clause)Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Refinancing thereof, (ii) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower or Holdings (or any direct or indirect parent companythereof), (iii) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary to the extent permitted by the Collateral Documents, (iv) prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount at the time of (1) Restricted Payments made pursuant to Section 7.06(h) and (2) loans and advances made pursuant to Section 7.02(m) then outstanding, not to exceed the sum of (A) $50,000,000 (such amount to be increased to $65,000,000 if the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA Total Leverage Ratio as of the last day of the most recently ended any Test Period is less than 4.5 to 1.0) plus (B) the Available Amount Cumulative Growth Amount, (provided that, at the time of any such payment, with respect to any v) prepayments, redemptions, purchases, defeasances and other payments made utilizing in respect of Junior Financings prior to their scheduled maturity from the Available AmountNet Cash Proceeds of Permitted Unsecured Indebtedness permitted to be incurred under Section 7.03(v) so long as the Total Leverage Ratio would not be greater than 4.75 to 1.0 after giving Pro Forma Effect to such prepayments, no Specified Event redemptions, purchases, defeasances and other payments, the incurrence of Default shall such Indebtedness and any other application of proceeds thereof as of the last day of the most recent Test Period for which financial statements have occurred and be continuing been delivered under Section 6.01(a) or would result therefrom(b), as applicable and (ivvi) other prepayments, redemptions, purchases, defeasances and other payments thereof Junior Financings prior to their scheduled maturity from the Net Cash Proceeds of Indebtedness secured by the assets of any Loan Party which Indebtedness is permitted to be incurred under Section 7.03 so long as (A) the Senior Secured Leverage Ratio (provided that, at that for the time purpose of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) calculating the Total Senior Secured Leverage Ratio Consolidated Senior Secured Debt shall be calculated net of unrestricted cash and Cash Equivalents as contemplated by clause (b) of the end definition of the most recently ended Test Period, on a “Consolidated Total Debt,” without duplication of any amounts already deducted in arriving at such Consolidated Senior Secured Debt) would not be greater than 2.8 to 1.0 after giving Pro Forma Basis, would be no greater than 3.50:1.00), (v) other Effect to such prepayments, redemptions, purchases, defeasances and other payments payments, the incurrence of such Indebtedness and any other application of proceeds thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up paymentthe last day of the most recent Test Period for which financial statements have been delivered under Section 6.01(a) or (b), as applicable, (viB) other the Total Leverage Ratio would not be greater than 4.75 to 1.0 after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments payments, the incurrence of such Indebtedness and any other application of proceeds thereof prior to their scheduled maturity in an as of the last day of the most recent Test Period for which financial statements have been delivered under Section 6.01(a) or (b), as applicable and (C) the amount equal to of Loans available for Borrowing under the Revolving Credit Facilities plus the aggregate amount of unrestricted cash contributions made and unrestricted Cash Equivalents is no less than $125,000,000 after the Initial Closing Date giving Pro Forma Effect to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments payments, the incurrence of such Indebtedness and any other application of proceeds thereof prior to their scheduled maturity with respect to intercompany Indebtedness among as of the Borrower and its Subsidiaries permitted last day of the most recent Test Period for which financial statements have been delivered under Section 7.036.01(a) or (b), subject to the subordination provisions applicable theretoas applicable. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents Financing Documentation without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantArrangers.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Subordinated Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest interest, AHYDO payments and “AHYDO” payments mandatory prepayments under any such Junior Subordinated Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower or any parent companyof its direct or indirect parents (or any Intermediate Holding Company), (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount, when aggregated with the amount at the time of Restricted Payments made pursuant to Section 7.06(j), not to exceed (A) the greater of, at the time made, of (x) $165,000,000 500,000,000 and (y) 3020.0% of Consolidated EBITDA as of the last day of Parent Borrower for the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), ) and (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (ix) no Default or Event of Default shall have has occurred and be is continuing or would result therefrom and (iiy) the Total Leverage Ratio of the Parent Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.004.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) Optionally The Company will not, and will not permit any of its Restricted Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest interest, paid-in-kind interest, and “AHYDO” payments under of fees, expenses and indemnification obligations as and when due shall be permitted) any such Junior Debt Documents and mandatory prepayments Specified Indebtedness or make any payment in respect violation of the Senior Unsecured Notes shall not be prohibited by this clause)any subordination terms of any Specified Indebtedness, except for (i) the refinancing thereof of Specified Indebtedness with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Permitted Refinancing Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)in respect thereof, (ii) payments upon the conversion thereof of any Specified Indebtedness to cash or Qualified Equity Interests (other than Disqualified Equity Interests) of the Borrower or Company in accordance with its terms and the repurchase of any parent companySpecified Indebtedness required by the terms thereof, (iii) the prepayment of Indebtedness of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary to the extent permitted by the Collateral Documents, (iv) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in respect of Specified Indebtedness, in an aggregate amount at the time made not to exceed the sum of (A) $25,000,000 minus the greater ofamount of Restricted Payments made pursuant to Section 6.04(g)(x) plus (B) the Available Amount and, at the time madeCompany’s option, the amount of cash received in respect of Investments made pursuant to Section 6.05(v)(i) (xnot to exceed the amount originally contributed to the Company as the basis for making such Investments) $165,000,000 that have not been otherwise been applied so long as (A) no Event of Default has occurred and is continuing or would arise after giving effect to such prepayment, redemption, purchase, defeasance or other payment and (yB) 30% in the case of any such prepayment, redemption, purchase, defeasance or other payment made in reliance on this Section 6.06(iv)(B), after giving pro forma effect to such prepayment, redemption, purchase, defeasance or other payment, the Consolidated EBITDA Net Leverage Ratio as of the last day of the most recently ended Test Period plus recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (Bb) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the such time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00)not exceed 5.70 to 1.0, (v) other prepaymentsthe prepayments of Indebtedness of Restricted Subsidiaries that are not Loan Parties by Restricted Subsidiaries that are not Loan Parties, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (vi) as part of an applicable high yield discount obligation catch-up payment, (vivii) other mandatory prepayments of any Junior Lien Notes (and related payments of interest) made with Declined Proceeds, (viii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount respect of cash contributions made after the Initial Closing Date to the Borrower in exchange for Specified Indebtedness with proceeds from Qualified Equity Interests of the Borrower, such contributions are utilized, except not added to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (viiix) other so long as no Event of Default shall have occurred and is continuing or would result therefrom, additional prepayments, redemptions, purchasespurchases defeasances, defeasances and other payments thereof or otherwise; provided that, after giving effect thereto on a Pro Forma Basis, the Consolidated Net Leverage Ratio as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to their scheduled maturity such time would not exceed 4.00 to 1.00. For purposes of determining compliance with respect this Section 6.06(b), in the event that a prepayment (or portion thereof) meets the criteria of more than one of the categories described in clauses (i) through (viii) above, the Company will be entitled to intercompany Indebtedness among classify such prepayment on the Borrower and date of its Subsidiaries permitted under payment or later reclassify (based on circumstances existing on the date of such reclassification) such prepayment (or portion thereof) in any manner that complies with this Section 7.03, subject to the subordination provisions applicable thereto6.06(a). (b) AmendThe Company will not, and will not permit any of its Restricted Subsidiaries to, amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantSpecified Indebtedness.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Subordinated Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest interest, AHYDO payments and “AHYDO” payments mandatory prepayments under any such Junior Subordinated Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with with, or the Net Cash Proceeds of exchange thereof for, any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent companyand payments of cash in lieu of fractional shares, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) $35,000,000 in the greater of, at the time made, (x) $165,000,000 aggregate and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentsprepayment, redemptionsredemption, purchasespurchase, defeasances defeasance or other paymentspayment, (ix) no Specified Event of Default shall have has occurred and be is continuing or would result therefrom and (iiy) the Total Net Leverage Ratio as of the end last day of the most recently ended Test Period, on a after giving Pro Forma BasisEffect to such prepayment, would be no redemption, purchase, defeasance or other payment, is not greater than 3.50:1.00the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld withheld, conditioned or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) Optionally Except in connection with the Transactions, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled principal, interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect shall be permitted) the Senior Notes, any Permitted Additional Debt incurred pursuant to the proviso of the Senior Unsecured Notes shall not be prohibited by this clausefirst sentence in Section 7.03 or pursuant to Section 7.03(x) (other than Permitted Additional Debt that is secured on a pari passu basis pursuant to the First Lien Intercreditor Agreement or any Indebtedness constituting a Permitted Refinancing thereof), any Permitted Refinancing of any of the foregoing or any Indebtedness (other than Indebtedness that is owed to the Borrower or any of its Restricted Subsidiaries) that is expressly subordinated in right to the Obligations (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) Permitted Refinancing or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)prepayment thereof with Declined Retained Proceeds, (ii) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent companyof its direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA so long as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financing prior to their scheduled maturity (provided that, in an aggregate amount not to exceed the Available Amount at the such time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (iiiv) any prepayment, redemption, purchase or defeasance if the Total Senior Secured Leverage Ratio as of the end of the most recently ended Test Period(after giving effect to such prepayment, redemption, purchase or defeasance on a Pro Forma Basis, would be no ) is not greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior 1.75 to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto1.00. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without Financing Documentation or the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantSenior Subordinated Notes Indenture.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments shall be permitted) the Prior Senior Subordinated Notes, any subordinated Indebtedness incurred under Section 7.03(h) or any such Junior Debt Documents and mandatory prepayments in respect other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Senior Unsecured Notes shall not be prohibited by this clause)Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Refinancing thereof, (ii) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower or Holdings (or any direct or indirect parent companythereof), (iii) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary to the extent permitted by the Collateral Documents, (iv) prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount at the time of (1) Restricted Payments made pursuant to Section 7.06(h) and (2) loans and advances made pursuant to Section 7.02(m) then outstanding, not to exceed the sum of (A) $50,000,000 (such amount to be increased to $65,000,000 if the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA Total Leverage Ratio as of the last day of the most recently ended any Test Period is less than 4.5 to 1.0) plus (B) the Available Amount Cumulative Growth Amount, (provided that, at the time of any such payment, with respect to any v) prepayments, redemptions, purchases, defeasances and other payments made utilizing in respect of Junior Financings prior to their scheduled maturity from the Available AmountNet Cash Proceeds of Permitted Unsecured Indebtedness permitted to be incurred under Section 7.03(v) so long as the Total Leverage Ratio would not be greater than 4.75 to 1.0 after giving Pro Forma Effect to such prepayments, no Specified Event redemptions, purchases, defeasances and other payments, the incurrence of Default shall such Indebtedness and any other application of proceeds thereof as of the last day of the most recent Test Period for which financial statements have occurred and be continuing been delivered under Section 6.01(a) or would result therefrom(b), as applicable, (ivvi) other prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity from the Net Cash Proceeds of Indebtedness secured by the assets of any Loan Party which Indebtedness is permitted to be incurred under Section 7.03, so long as (A) the Senior Secured Leverage Ratio (provided that, that for the purpose of calculating the Senior Secured Leverage Ratio Consolidated Senior Secured Debt shall be calculated net of unrestricted cash and Cash Equivalents as contemplated by clause (b) of the definition of “Consolidated Total Debt,” without duplication of any amounts already deducted in arriving at the time of such Consolidated Senior Secured Debt) would not be greater than 2.8 to 1.0 after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances or and other payments, the incurrence of such Indebtedness and any other application of proceeds thereof as of the last day of the most recent Test Period for which financial statements have been delivered under Section 6.01(a) or (i) no Event of Default shall have occurred and be continuing or would result therefrom and b), as applicable, (iiB) the Total Leverage Ratio would not be greater than 4.75 to 1.0 after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments, the incurrence of such Indebtedness and any other application of proceeds thereof as of the end last day of the most recently ended recent Test PeriodPeriod for which financial statements have been delivered under Section 6.01(a) or (b), on a as applicable, and (C) the amount of Loans available for Borrowing under the Revolving Credit Facilities plus the aggregate amount of unrestricted cash and unrestricted Cash Equivalents is no less than $125,000,000 after giving Pro Forma BasisEffect to such prepayments, would be no greater than 3.50:1.00redemptions, purchases, defeasances and other payments, the incurrence of such Indebtedness and any other application of proceeds thereof as of the last day of the most recent Test Period for which financial statements have been delivered under Section 6.01(a) or (b), as applicable and (vvii) other prepayments, redemptions, purchases, defeasances and other payments thereof in respect of the Prior Senior Subordinated Notes prior to their scheduled maturity maturity, so long as part of an applicable high yield discount obligation catch-up payment, (viA) other no Default shall have occurred and be continuing or shall result therefrom and (B) the Total Leverage Ratio would not be greater than 5.0 to 1.0 after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments payments, the incurrence of any Indebtedness in connection therewith and any other application of proceeds thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests as of the Borrower, such contributions are utilized, except to last day of the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted most recent Test Period for which financial statements have been delivered under Section 7.036.01(a) or (b), subject to the subordination provisions applicable theretoas applicable. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents Financing Documentation without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantAdministrative Agent.

Prepayments, Etc. of Indebtedness. (a) Optionally prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent company, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $165,000,000 185,000,000 and (y) 3020% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.003.00:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Subordinated Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments mandatory prepayments (including AHYDO payments) under any such Junior Subordinated Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clausepermitted), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent companyBorrower, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, Available Amount; provided that (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (iiy) in the Total case of any such payment in an amount in excess of $15,000,000, the Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating the calculation of the Available Amount and (z) to the extent made using clause (b) of the definition of “Available Amount”, the First Lien Net Leverage Ratio as of the end of the most recently ended Test Period, calculated on a Pro Forma Basis, would be no greater than 3.50:1.00), Basis at the time of such payment does not exceed 4.25:1.00 and (viv) other additional prepayments, redemptions, purchases, defeasances and other payments thereof payments, provided that after giving Pro Forma Effect thereto, the Net Leverage Ratio (calculated on a Pro Forma Basis) is not greater than 2.00:1.00 as of the last day of the Test Period most recently ended on or prior to their scheduled maturity as part the making of an applicable high yield discount obligation catch-up paymentsuch prepayment, (vi) other prepaymentsredemption, redemptionspurchase, purchases, defeasances defeasance and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretopayment. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior the Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to (X) the date that is one year prior to Senior Unsecured Notes, (Y) the scheduled maturity date thereof Senior Secured Notes or (Z) any Junior Subordinated Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments mandatory prepayments under any the Senior Unsecured Notes, the Senior Secured Notes or such Junior Subordinated Debt Documents and mandatory prepayments payments of AHYDO Amounts (as defined in respect of the Senior Unsecured Notes Indenture as of the Closing Date) required under the Senior Unsecured Notes Indenture, shall not be prohibited by this clausepermitted), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Lead Borrower or any parent companyof its direct or indirect parents (or, after a Qualifying IPO, any Intermediate Holding Company), and (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater ofAvailable Amount, at the time made, provided that (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (ivy) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentspayment and after giving effect thereto and the incurrence of any Indebtedness in connection therewith, redemptions, purchases, defeasances or other payments, (i) no Event of Default the Company shall have occurred and be continuing or would result therefrom and (ii) been in compliance, on a Pro Forma Basis, with the Total Leverage Ratio Financial Covenants as of the end of the most recently ended recent Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), Period and (vz) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part in the case of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity any such payment in an amount equal in excess of $50,000,000, the Lead Borrower has delivered to the aggregate amount Administrative Agent a certificate of cash contributions made after a Responsible Officer, together with all relevant financial information reasonably requested by the Initial Closing Date to Administrative Agent, demonstrating the Borrower in exchange for Qualified Equity Interests calculation of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior the Redemption Notes, Senior Unsecured Notes Indenture, Senior Secured Notes Indenture or Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) Optionally Directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents principal shall be permitted and mandatory prepayments in respect prepayment of the Senior Unsecured Notes Secured notes shall not be prohibited permitted) any subordinated Indebtedness incurred pursuant to Section 10.3, or any other Indebtedness for borrowed money of a Loan Party that is subordinated to the Obligations expressly by this clauseits terms (other than Indebtedness among the Parent Borrower, Safeway and their Restricted Subsidiaries), any Indebtedness that is secured by a Lien on the Collateral ranking junior to the Lien securing the Obligations (including any Permitted NotesIncremental Equivalent Debt, Permitted Ratio Debt or Permitted Junior Priority Refinancing Debt (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing documentation, except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes constituting a Permitted Refinancing; provided that if such Indebtedness was originally incurred under Section 10.3(f), such Permitted Refinancing is permitted pursuant to Section 10.3(f), (ii) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity InterestsStock) of the a Borrower, Holdings or any other direct or indirect parent of a Borrower or the repayment of Junior Financing with the proceeds of an issuance of Equity Interests of a Borrower, Holdings or any other direct or indirect parent companyof a Borrower, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A$500,000,000 plus the Cumulative Credit less the aggregate amount of Restricted Payments made pursuant to Section 10.6(f) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such prepayment, redemption, purchase, defeasance or other payment, with (iv) the purchase, redemption, acquisition, retirement, defeasance or discharge of the Existing Safeway Notes or any of its subsidiaries within 120 days of the Escrow Release Date and any Permitted Refinancing in respect to any thereof and; (v) redemptions or redemptions of Indebtedness secured by Liens permitted by clause (mm) of the definition of “Permitted Liens” solely from the amounts included in the escrow account., and (vi) prepayments, redemptions, purchases, defeasances and other payments made utilizing in respect of Junior Financings prior to their scheduled maturity; provided that, as of the Available Amountdate of such payment after giving pro forma effect thereto and any related transactions (including the incurrence of Indebtedness related thereto), (x) no Specified Default or Event of Default shall exist or have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (iiy) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater less than 3.50:1.00). For the avoidance of doubt, (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to Indebtedness under the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or ABL Facility shall not constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretoJunior Financing. (b) Amend, modify or change in waive any manner materially adverse document governing any Material Indebtedness (other than on account of any Permitted Refinancing) to the interests extent that such amendment, modification or waiver would result in a Default or Event of Default under any of the Lenders, taken as Financing Agreements or would be reasonably likely to have a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantMaterial Adverse Effect.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchasepurchase (including at a discount), defease defease, refinance, exchange or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to manner, or make any payment in violation of any subordination terms of, any Indebtedness, except: (a) the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess prepayment of the Threshold Amount Loans and Advances in accordance with the terms of this agreement; (it being understood that payments of b) regularly scheduled interest or required repayments or redemptions of Indebtedness; (c) refinancings and “AHYDO” payments refundings of Indebtedness otherwise permitted under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clauseSections 6.7(d)(ii), except for (f), (g), (h), (j) or (l) (provided that (i) refinancings and refundings of Indebtedness issued pursuant to Section 6.7(h) shall meet the refinancing thereof with requirements of the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interestsproviso to such Section 6.7(h) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), and (ii) refinancings and refundings of Indebtedness issued pursuant to Section 6.7 (j) or (l) shall meet the conversion thereof to Equity Interests (other than Disqualified Equity Interests) requirements of the Borrower or any parent company, proviso to Section 6.7(j)); (iiid) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA so long as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, Borrower may (i) no Event of Default shall have occurred prepay, repurchase or redeem and be continuing or would result therefrom retire any Interim Maturities and (ii) utilize up to an aggregate of $500,000,000 following the Total Leverage Ratio as Effective Date to prepay, repurchase or redeem and retire any public Indebtedness of the end of the most recently ended Test Period, Borrower or any Restricted Subsidiary scheduled to mature on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made or after the Initial Closing Date to the Extended Maturity Date; and (e) Borrower in may exchange its Indebtedness for Qualified Equity Interests of the Borrowerso long as, such contributions are utilizedafter giving effect thereto, except to the extent utilized no Change in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretoControl shall have occurred. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled principal, interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect shall be permitted) the Senior Notes, any Permitted Additional Debt incurred pursuant to the proviso of the Senior Unsecured Notes shall not be prohibited by this clausefirst sentence in Section 7.03 or pursuant to Section 7.03(x) (other than Permitted Additional Debt that is secured on a pari passu basis pursuant to the First Lien Intercreditor Agreement or any Indebtedness constituting a Permitted Refinancing thereof), any Permitted Refinancing of any of the foregoing or any Indebtedness (other than Indebtedness that is owed to the Borrower or any of its Restricted Subsidiaries) that is expressly subordinated in right to the Obligations (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest Permitted Refinancing or the prepayment thereof with Declined Retained Proceeds (other than Disqualified Equity Interests) or Indebtedness (to as defined in the extent such Indebtedness constitutes a Permitted RefinancingTerm Loan Credit Agreement), (ii) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent companyof its direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA so long as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financing prior to their scheduled maturity (provided that, in an aggregate amount not to exceed the Available Amount at the such time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (iiiv) any prepayment, redemption, purchase or defeasance if the Total Senior Secured Net Leverage Ratio as of the end of the most recently ended Test Period(after giving effect to such prepayment, redemption, purchase or defeasance on a Pro Forma Basis, would be no ) is not greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior 1.75 to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto1.00. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantFinancing Documentation.

Prepayments, Etc. of Indebtedness. (a) Optionally prepay(i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled principal, interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of shall be permitted) the Senior Unsecured Subordinated Notes shall not be prohibited by this clauseor any other Subordinated Indebtedness (collectively, “Junior Financing”), except for (iA) the refinancing thereof with the Net Cash Proceeds of of, or in exchange for, any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Refinancing Indebtedness, (iiB) the conversion thereof 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 parent companyRestricted Subsidiary owed to Holdings, the Borrower or a Restricted Subsidiary or the prepayment of Refinancing Indebtedness and the Management Fee Agreement with the proceeds of any other Junior Financing otherwise permitted by Section 7.03, (iiiD) prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount at the time of Restricted Payments made pursuant to Section 7.06, not to exceed the sum of (A1) the greater of, at the time made, (x) of $165,000,000 40,000,000 and (y) 303.25% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided thatTotal Assets, in each case determined at the time of any such payment, with respect to any and (2) the amount of Excluded Contributions previously received by Holdings, (E) prepayments, redemptions, purchases, defeasances and other payments made utilizing in respect of Junior Financings prior to their scheduled maturity so long as on a pro forma basis on the Available Amountdate any such payment is made, the Consolidated Net Leverage Ratio is less than 3.0 to 1.0 and no Specified Event of Default shall have has occurred and be is continuing or would result therefrom), (ivF) other if the Consolidated Net Leverage Ratio (after giving effect to such prepayment, redemption, purchase or defeasance on a pro forma basis) is not greater than 4.5 to 1.0, and so long as no Default has occurred and is continuing or would result therefrom, the Available Amount at such time and (G) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in respect of Junior Financings from the net cash proceeds of Equity Interests (provided that, at the time other than Disqualified Equity Interests) of such prepayments, redemptions, purchases, defeasances Holdings or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as make any payment in violation of the end any subordination terms of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretoJunior Financing Documentation. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without Financing Documentation or the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantSenior Subordinated Notes Indenture.

Prepayments, Etc. of Indebtedness. (a) Optionally prepay(i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled principal, interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of shall be permitted) the Senior Unsecured Subordinated Notes, the Senior Subordinated Interim Loan Facility, the Senior Subordinated Exchange Notes shall not be prohibited or any Permitted Subordinated Notes or any other Indebtedness that is subordinated to the Obligations expressly by this clauseits terms (other than Indebtedness among the Parent Borrower and its Restricted Subsidiaries) (collectively, “Junior Financing”), except for (iA) the refinancing thereof with the Net Cash Proceeds (as defined in the CF Credit Agreement) of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (iiB) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower or any parent companyof its direct or indirect parents, (iiiC) the prepayment of Indebtedness of the Parent Borrower or any Restricted Subsidiary owed to Holdings, the Parent Borrower or a Restricted Subsidiary or the prepayment of any Permitted Subordinated Notes issued by the Parent Borrower or any Restricted Subsidiary to Holdings, the Parent Borrower or any Restricted Subsidiary and the prepayment of any other Junior Financing with the proceeds of any other Junior Financing otherwise permitted by Section 7.03, (D) so long as the Payment Conditions have been satisfied, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity and (E) prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of together with any such payment, with respect Investments made pursuant to any prepayments, redemptions, purchases, defeasances Section 7.02(aa) and other payments Restricted Payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrompursuant to Section 7.06(o), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, do not exceed in the aggregate at the any time of such prepayments, redemptions, purchases, defeasances outstanding $75,000,000 or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as make any payment in violation of the end any subordination terms of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretoJunior Financing Documentation. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents Financing Documentation or the Senior Subordinated Notes Indenture without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantArrangers.

Prepayments, Etc. of Indebtedness. (a) Optionally The Borrower will not, and will not permit any of its Restricted Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under shall be permitted) any such Junior Debt Documents and mandatory prepayments Financing or make any payment in respect violation of the Senior Unsecured Notes shall not be prohibited by this clause)any subordination terms of any Junior Financing, except for (i) the refinancing thereof prepayments, redemptions, purchases, defeasances or other satisfactions of Junior Financing with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Permitted Refinancing Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)in respect thereof, (ii) payments upon the conversion thereof of any Junior Financing to cash or Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent companyBorrower, (iii) so long as no Event of Default has occurred and is continuing or would arise after giving effect thereto, prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in respect of any Junior Financing in an aggregate amount at the time made not to exceed the sum of (A) $50,000,000 less any amounts used to make Restricted Payments pursuant to Section 6.04(g)(x) plus (B) the greater ofAvailable Amount; provided that in the case of clause (iii)(B), at the time madeTotal Net Leverage Ratio on a Pro Forma Basis, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (B) the Available Amount (provided thatb), at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, would be no Specified Event of Default shall have occurred and be continuing or would result therefrom)greater than 4.00:1.00, (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event satisfaction of Default shall have occurred and be continuing or would result therefrom and (ii) any Junior Financing so long as on a Pro Forma Basis the Total Net Leverage Ratio as of the end last day of the most recently ended Test Period, on a Pro Forma Basis, recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) would be no greater than 3.50:1.00), not exceed 3.00 to 1.00 and (v) other prepayments, redemptions, purchases, defeasances and or other payments thereof prior satisfaction of any Junior Financing, when combined with the amount of Restricted Payments made pursuant to their scheduled maturity as part of an applicable high yield discount obligation catch-up paymentSection 6.04(d), (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal not to the aggregate exceed $50,000,000 in any fiscal year (with any unused amount of cash contributions made after such base amount available for use in the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretonext succeeding fiscal year). (b) AmendThe Borrower will not, and will not permit any of its Restricted Subsidiaries to, amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantFinancing.

Prepayments, Etc. of Indebtedness. The Lead Borrower will not, nor will it permit any Restricted Subsidiary to, make or agree to pay or make any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: (a) Optionally prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof payments in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount Capital Stock (as long as no Change in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clauseControl would result therefrom), except for (i) the refinancing thereof with the Net Cash Proceeds conversion of any Equity Interest Indebtedness to Capital Stock (other than Disqualified Equity InterestsCapital Stock) or Indebtedness of Holdings (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness; (b) payments of principal and interest as and when due in respect of any Subordinated Indebtedness (subject to the extent such applicable subordination provisions relating thereto); (c) scheduled or mandatory payments of principal (including mandatory prepayments) and interest as and when due in respect of any Permitted Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity InterestsSubordinated Indebtedness); (d) of the Borrower or any parent company, (iii) voluntary prepayments, redemptions, purchases, and defeasances in whole or in part of the Senior Notes, the Term Loan Facility and other payments thereof prior to their scheduled maturity in an aggregate amount at Indebtedness with the time made not to exceed Net Proceeds of any Permitted Equity Issuances for the purpose of making such payment or prepayment; (Ae) the greater voluntary prepayments of, at and exchanges for, in whole or in part, the time madeSenior Notes or the Term Loan Facility from any Permitted Refinancing thereof; (f) if the Payment Conditions are satisfied, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided thatvoluntary prepayments, at the time of any such payment, with respect to any prepaymentspurchases, redemptions, purchasesand defeasances, defeasances in whole or in part of the Senior Notes, the Term Loan Facility or any other Permitted Indebtedness; (g) as long as the Pro Forma Availability Condition is satisfied and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing then exists or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Periodarise therefrom, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal aggregate amount, when added to the aggregate amount of cash contributions any Restricted Payments made after pursuant to SECTION 6.06(k), not to exceed $40,000,000 over the Initial Closing Date term of this Agreement, voluntary prepayments, purchases, exchanges or redemptions, in whole or in part, of Indebtedness; (h) the prepayment of Indebtedness of the Lead Borrower or any Restricted Subsidiary to the Lead Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except or any Restricted Subsidiary to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, the Security Documents; (i) other Permitted Refinancings of Indebtedness; (j) mandatory redemptions of the Senior Notes (and except exchange notes issued in respect thereof) due to the extent such cash contributions increase existence of an AHYDO Amount (as defined in the Available Amount, are made in connection with indenture for the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto.Senior Notes); and (bk) Amend, modify the conversion (or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition exchange) of any Junior Debt Documents without the consent of the Required Lenders (not Indebtedness to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or with) Capital Stock or Indebtedness of Holdings or any portion direct or indirect parent thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled principal, interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments shall be permitted) any New Senior Notes, any Retained Existing Notes, any Permitted Additional Notes or any other Indebtedness (or guarantees in respect of thereof) that is subordinated to the Senior Unsecured Notes shall not be prohibited Obligations expressly by this clause)its terms (other than Indebtedness among the Parent Borrower and its Restricted Subsidiaries) (collectively, except for “Junior Financing”) except (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (Permitted Refinancing, to the extent such Indebtedness constitutes a Permitted Refinancingnot required to prepay any Term Loans pursuant to Section 2.05(b), ; (ii) the refinancing thereof with the Net Cash Proceeds of any Specified Equity Contribution made substantially contemporaneously with such prepayment, redemption, purchase, defeasance or other satisfaction; (iii) prepayments and redemptions of Repurchased Existing Notes; (iv) on or after September 30, 2015, so long as no Default has occurred and is continuing, the Parent Borrower or a Restricted Subsidiary may redeem a portion of the New Senior Toggle Notes in an aggregate principal amount equal to the product of (x) $30,000,000 and (y) a fraction (which, for the avoidance of doubt, cannot exceed one), the numerator of which is the aggregate principal amount of such Indebtedness outstanding on such date for United States federal income tax purposes and the denominator of which is $1,500,000,000; (v) beginning on the fifth anniversary of the date of issuance of the New Senior Toggle Notes, so long as no Default has occurred and is continuing, the Parent Borrower or a Restricted Subsidiary may make “AHYDO catch-up” payments on such Indebtedness; (vi) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower Parent or any parent company, of its direct or indirect parents; (iiivii) prepaymentsso long as no Default is continuing or would result therefrom, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount at the time of Restricted Payments made pursuant to Section 7.06(l), not to exceed the sum of (A1) the greater of, of $550,000,000 or 1.75% of Total Assets at the such time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B2) the Available Amount at such time; and (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (iiviii) the Total Leverage Ratio as of the end of the most recently ended Test PeriodParent Borrower may redeem, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal defease or discharge any AMFM Notes or Designated 2010 Retained Existing Notes not purchased pursuant to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are tender offers made in connection with the Spin-Off or constitute a Cure Amount Debt Repayment; and (ix) the Parent Borrower may prepay, redeem, purchase (including pursuant to an offer to purchase) the New Senior Notes with the proceeds of any asset disposition to the extent such proceeds are (i) not required to be used to prepay the Term Loans in accordance with Section 2.05(b)(ii)(A) and are not used to voluntarily prepay the Term Loans in accordance with Section 2.05(a) and (viiii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior required to their scheduled maturity with respect to intercompany Indebtedness among be so applied under the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretoNew Senior Notes Indentures. (b) Make any payment in violation of any subordination terms of any Junior Financing Documentation. (c) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents Financing Documentation, Retained Existing Notes Indenture, the CCO Cash Management Arrangements, the CCU Notes or the CCO Intercompany Agreements, in each case without the consent of the Administrative Agent and the Required Lenders (not to be unreasonably withheld withheld); it being understood and agreed that any extension of the CCO Cash Management Arrangements, the CCU Notes or delayed)the CCO Intercompany Agreements, and excluding or any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, change in the event that a prepayment, redemption, purchase or other satisfaction interest rate on the CCU Notes approved by the Board of Junior Debt meets the criteria of more than one Directors of the categories described aboveParent Borrower, will be deemed not to be materially adverse to the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction interests of Junior Debt (or any portion thereof) in any manner that complies with this covenantthe Lenders.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under shall be permitted) the Senior Subordinated Notes, any such Junior Debt Documents and mandatory prepayments in respect other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Senior Unsecured Notes shall not be prohibited by this clause)Loan Documents (collectively, “Junior Financing”) or the Holdings PIK Preferred or make any payment in violation of any subordination terms of any Junior Financing Documentation, except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b), (ii) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower Holdings or any parent companyof its direct or indirect parents, (iii) prepaymentsthe prepayment of Indebtedness of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary to the extent permitted by the Collateral Documents, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $165,000,000 and (yiv) 30% of Consolidated EBITDA so long as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances immediately before and other payments made utilizing the Available Amountafter giving effect thereto, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at in respect of Junior Financings or the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof Holdings PIK Preferred prior to their scheduled maturity in an aggregate amount equal not to exceed the sum of (x) $100,000,000 plus (y) the aggregate amount of cash contributions made the Net Cash Proceeds of Permitted Equity Issuances after the Initial Closing Date (other than Permitted Equity Issuances made pursuant to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any Section 8.05) that (other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity than with respect to intercompany Indebtedness among any prepayment, redemption, purchase, defeasance or other payment of the Borrower and its Subsidiaries permitted under Section 7.03, subject Holdings PIK Preferred) have been contributed to the subordination provisions applicable theretoCompany as common equity and Not Otherwise Applied plus (z) if, as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such prepayment, redemption, purchase, defeasance or other payment) the Total Leverage Ratio is less than 4.00:1.00, the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders (i) any term or condition of any Junior Debt Documents Financing Documentation, (ii) any term or condition of the Company Preferred Stock or (iii) any Organization Document of Holdings, the Company or any Restricted Subsidiary, in any case without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantAdministrative Agent.

Prepayments, Etc. of Indebtedness. (a) Optionally The Parent will not, and will not permit any Restricted Subsidiary to (i) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to any Indebtedness (other than Permitted First Priority Indebtedness, Indebtedness under the date that is one year prior to Revolving Loan Credit Agreement and Ordinary Course Indebtedness) (collectively, together with any Permitted Refinancing of the scheduled maturity date thereof foregoing, “Junior Financing”), or make any payment in violation of any subordination terms of any Junior Debt with Financing Documentation, except (x) a prepayment of Junior Financing made at an outstanding principal amount aggregate price not in excess of the Threshold Available Amount on the date of such election that the Borrower elects to apply to this Section 10.07(a)(i), such election to be specified in a written notice of a Senior Officer of the Borrower calculating in reasonable detail the amount of Available Amount immediately prior to such election and the amount thereof elected to be so applied; provided that (it being understood that payments of regularly scheduled interest A) immediately before and “AHYDO” payments under immediately after giving Pro Forma Effect to any such Junior Debt Documents prepayment, no Default or Event of Default shall have occurred and mandatory prepayments in respect be continuing; and (B) immediately after giving effect to any such prepayment, the Senior Secured Leverage Ratio determined on a Pro Forma Basis (including a pro forma application of the Senior Unsecured Notes shall not be prohibited by this clausenet proceeds therefrom), except as if such prepayment had occurred at the beginning of the most recent Test Period for which financial statements have been delivered pursuant to clause (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interestsa) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), b) of Section 9.01 shall be less than 3.25:1.00 and (iiy) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower ; or any parent company, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amendamend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Administrative Agent or the Lenders any term or condition of any Junior Debt Documents without Financing Documentation in respect of any Junior Financing with a principal amount (individually or when aggregated with any other Junior Financing so affected as part of a related series of transactions) that exceeds $50,000,000. (b) The Parent will not waive, amend, modify, terminate or release any Junior Financing with a principal amount (individually or when aggregated with any other Junior Financing so affected as part of a related series of transactions) that exceeds $50,000,000 to the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding extent that any such amendment waiver, amendment, modification, termination or modification that release would not be prohibited under adverse to the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) Lenders in any manner that complies with this covenantmaterial respect.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Specified Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest interest, AHYDO payments and “AHYDO” payments mandatory prepayments under any such Junior Specified Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent companyof its direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof of any PPP Debt prior to their its scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount 5,200,000 (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), ) and (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (ix) no Default or Event of Default shall have has occurred and be is continuing or would result therefrom and (iiy) the Consolidated Total Leverage Ratio of the Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.002.00:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Specified Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest interest, AHYDO payments and “AHYDO” payments mandatory prepayments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent companyof its direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater ofof (x) $12,500,000 and (y) 25.0% of Consolidated EBITDA of the Borrower for the most recently ended Test Period (provided that, at the time madeof any payment of Junior Debt, (x) $165,000,000 and (y) 30% the Total Leverage Ratio of Consolidated EBITDA the Borrower as of the last day end of the most recently ended Test Period Period, on a Pro Forma Basis, would be no greater than 4.50:1.00) plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, (I) no Specified Event of Default shall have occurred and be continuing or would result therefrom, (II) with respect to any such payment made utilizing amounts specified in clause (a) of the definition of “Available Amount”, and after giving effect thereto, the Total Leverage Ratio of the Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 4.50:1.00) and (III) with respect to any such payment made utilizing all other amounts specified in the definition of “Available Amount” (other than specified in clause (a) of the definition thereof), and after giving effect thereto, the Total Leverage Ratio of the Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 4.50:1.00) minus (C) the amount of any Investments made pursuant to Section 7.02(t) using availability under clause (iii)(A), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (ix) no Event of Default shall have has occurred and be is continuing or would result therefrom and (iiy) the Total Leverage Ratio of the Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.003.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions constitutes a Cure Amount; provided that such Equity Interests will not increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, whole in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited permitted under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantcovenant and may later divide and reclassify any prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) so long as the prepayment, redemption, purchase or other satisfaction of Junior Debt (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception or exceptions as of the date of such reclassification.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled principal, interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments shall be permitted) any New Senior Notes, any Retained Existing Notes, any Permitted Additional Notes or any other Indebtedness (or guarantees in respect of thereof) that is subordinated to the Senior Unsecured Notes shall not be prohibited Obligations expressly by this clause)its terms (other than Indebtedness among the Parent Borrower and its Restricted Subsidiaries) (collectively, except for “Junior Financing”) except (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), ; (ii) the refinancing thereof with the Net Cash Proceeds of any Specified Equity Contribution made substantially contemporaneously with such prepayment, redemption, purchase, defeasance or other satisfaction; (iii) prepayments and redemptions of Repurchased Existing Notes. (iv) on or after September 30, 2015, so long as no Default has occurred and is continuing, the Parent Borrower or a Restricted Subsidiary may redeem a portion of the New Senior Toggle Notes in an aggregate principal amount equal to the product of (x) $30,000,000 and (y) a fraction (which, for the avoidance of doubt, cannot exceed one), the numerator of which is the aggregate principal amount of such Indebtedness outstanding on such date for United States federal income tax purposes and the denominator of which is $1,500,000,000; (v) beginning on the fifth anniversary of the date of issuance of the New Senior Toggle Notes, so long as no Default has occurred and is continuing, the Parent Borrower or a Restricted Subsidiary may make “AHYDO catch-up” payments on such Indebtedness; (vi) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower Parent or any parent company, of its direct or indirect parents; (iiivii) prepaymentsso long as no Default is continuing or would result therefrom, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount at the time of Restricted Payments made pursuant to Section 7.06(l), not to exceed the sum of (A1) the greater of, of $550,000,000 or 1.75% of Total Assets at the such time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B2) the Available Amount at such time; and (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (iiviii) the Total Leverage Ratio as of the end of the most recently ended Test PeriodParent Borrower may redeem, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal defease or discharge any AMFM Notes or Designated 2010 Retained Existing Notes not purchased pursuant to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are tender offers made in connection with the Spin-Off or constitute a Cure Amount Debt Repayment, (ix) the Parent Borrower may prepay, redeem, purchase (including pursuant to an offer to purchase) Indebtedness outstanding under any New Senior Notes with the proceeds of any asset disposition to the extent such proceeds are (i) not required to be used to prepay the CF Facilities under the CF Credit Agreement and are not used to voluntarily prepay the CF Facilities and (viiii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior required to their scheduled maturity with respect to intercompany Indebtedness among be so applied under the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretoNew Senior Notes Indentures. (b) Make any payment in violation of any subordination terms of any Junior Financing Documentation; and (c) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents Financing Documentation, Retained Existing Notes Indenture, the CCO Cash Management Arrangements, the CCU Notes or the CCO Intercompany Agreements, in each case without the consent of the Administrative Agent and the Required Lenders (not to be unreasonably withheld withheld); it being understood and agreed that any extension of the CCO Cash Management Arrangements, the CCU Notes or delayed), and excluding the CCO Intercompany Agreements or any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, change in the event that a prepayment, redemption, purchase or other satisfaction interest rate on the CCU Notes approved by the Board of Junior Debt meets the criteria of more than one Directors of the categories described aboveParent Borrower, will be deemed not to be materially adverse to the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction interests of Junior Debt (or any portion thereof) in any manner that complies with this covenantthe Lenders.

Prepayments, Etc. of Indebtedness. (a) Optionally prepay(i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled principal, interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of shall be permitted) any Permitted Subordinated Notes or any other Indebtedness that is subordinated to the Senior Unsecured Notes shall not be prohibited Obligations expressly by this clauseits terms (other than Indebtedness among the Parent Borrower and its Restricted Subsidiaries) (collectively, “Junior Financing”), except for (iA) the refinancing thereof with the Net Cash Proceeds (as defined in the CF Credit Agreement) of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (iiB) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower or any parent companyof its direct or indirect parents, (iiiC) the prepayment of Indebtedness of the Parent Borrower or any Restricted Subsidiary owed to Holdings, the Parent Borrower or a Restricted Subsidiary or the prepayment of any Permitted Subordinated Notes issued by the Parent Borrower or any Restricted Subsidiary to Holdings, the Parent Borrower or any Restricted Subsidiary or the prepayment of any Junior Financing with the proceeds of any other Junior Financing otherwise permitted by Section 7.03, (D) so long as the Payment Conditions have been satisfied, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity and (E) prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity that do not exceed in an the aggregate amount at the any time made not to exceed (A) the greater of, at the time made, (x) outstanding $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing 5.0 million; or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as make any payment in violation of the end any subordination terms of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretoJunior Financing Documentation. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents Financing Documentation without the consent of the Required Lenders Administrative Agent (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments shall be permitted) the Senior Subordinated Notes, any subordinated Indebtedness incurred under Section 7.03(h) or any such Junior Debt Documents and mandatory prepayments in respect other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Senior Unsecured Notes shall not be prohibited by this clause)Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Refinancing thereof, (ii) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower or Holdings (or any direct or indirect parent companythereof), (iii) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary to the extent permitted by the Collateral Documents, (iv) prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount at the time of (1) Restricted Payments made pursuant to Section 7.06(h) and (2) loans and advances made pursuant to Section 7.02(m) then outstanding, not to exceed the sum of (A) $50,000,000 (such amount to be increased to $65,000,000 if the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA Total Leverage Ratio as of the last day of the most recently ended any Test Period is less than 4.5 to 1.0) plus (B) the Available Amount Cumulative Growth Amount, (provided that, at the time of any such payment, with respect to any v) prepayments, redemptions, purchases, defeasances and other payments made utilizing in respect of Junior Financings prior to their scheduled maturity from the Available AmountNet Cash Proceeds of Permitted Unsecured Indebtedness permitted to be incurred under Section 7.03(v) so long as the Total Leverage Ratio would not be greater than 4.75 to 1.0 after giving Pro Forma Effect to such prepayments, no Specified Event redemptions, purchases, defeasances and other payments, the incurrence of Default shall such Indebtedness and any other application of proceeds thereof as of the last day of the most recent Test Period for which financial statements have occurred and be continuing been delivered under Section 6.01(a) or would result therefrom(b), as applicable, (ivvi) other prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity from the Net Cash Proceeds of Indebtedness secured by the assets of any Loan Party which Indebtedness is permitted to be incurred under Section 7.03, so long as (A) the Senior Secured Leverage Ratio (provided that, that for the purpose of calculating the Senior Secured Leverage Ratio Consolidated Senior Secured Debt shall be calculated net of unrestricted cash and Cash Equivalents as contemplated by clause (b) of the definition of “Consolidated Total Debt,” without duplication of any amounts already deducted in arriving at the time of such Consolidated Senior Secured Debt) would not be greater than 2.8 to 1.0 after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances or and other payments, the incurrence of such Indebtedness and any other application of proceeds thereof as of the last day of the most recent Test Period for which financial statements have been delivered under Section 6.01(a) or (i) no Event of Default shall have occurred and be continuing or would result therefrom and b), as applicable, (iiB) the Total Leverage Ratio would not be greater than 4.75 to 1.0 after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments, the incurrence of such Indebtedness and any other application of proceeds thereof as of the end last day of the most recently ended recent Test PeriodPeriod for which financial statements have been delivered under Section 6.01(a) or (b), on a as applicable, and (C) the amount of Loans available for Borrowing under the Revolving Credit Facilities plus the aggregate amount of unrestricted cash and unrestricted Cash Equivalents is no less than $125,000,000 after giving Pro Forma BasisEffect to such prepayments, would be no greater than 3.50:1.00redemptions, purchases, defeasances and other payments, the incurrence of such Indebtedness and any other application of proceeds thereof as of the last day of the most recent Test Period for which financial statements have been delivered under Section 6.01(a) or (b), as applicable and (vvii) other prepayments, redemptions, purchases, defeasances and other payments thereof in respect of the Senior Subordinated Notes prior to their scheduled maturity maturity, so long as part of an applicable high yield discount obligation catch-up payment, (viA) other no Default shall have occurred and be continuing or shall result therefrom and (B) the Total Leverage Ratio would not be greater than 5.0 to 1.0 after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments payments, the incurrence of any Indebtedness in connection therewith and any other application of proceeds thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests as of the Borrower, such contributions are utilized, except to last day of the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted most recent Test Period for which financial statements have been delivered under Section 7.036.01(a) or (b), subject to the subordination provisions applicable theretoas applicable. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents Financing Documentation without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantAdministrative Agent.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount Financing (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any the Junior Financing Documents relating to such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes Financing shall not be prohibited by this clausepermitted), except for (i) the refinancing Refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Refinancing Indebtedness, (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower Holdings or any parent companyParent Entity, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Equity Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, so long as the Payment Conditions have been satisfied at the time of such prepaymentsprepayment, redemptionsredemption, purchasespurchase, defeasances or other payments, (i) no Event of Default shall have occurred payment and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal aggregate amount, measured at the time of payment, not to exceed the greater of (x) $7,500,000 and (y) 3.0% of Consolidated Total Assets as of the end of the Test Period most recently ended on or prior to the aggregate amount of cash contributions date such prepayment, redemption, purchase, defeasance or other payment is made after based upon the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 6.01 Financials most recently delivered on or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto.such date; (b) Amendamend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any the Junior Debt Financing Documents without the consent of the Required Lenders Lenders. Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section 7.08 shall prohibit (i) the repayment or prepayment of intercompany Indebtedness owed among Holdings and/or the Restricted Subsidiaries, in either case unless an Event of Default has occurred and is continuing and the Borrower Agent has received a notice from the Collateral Agent instructing it not to be unreasonably withheld make or delayed), and excluding permit Holdings and/or the Restricted Subsidiaries to make any such amendment repayment or modification that would not be prohibited under the definition prepayment or (ii) substantially concurrent transfers of “Permitted Refinancing” credit positions in connection with respect intercompany debt restructurings so long as such Indebtedness is permitted by Section 7.03 after giving effect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenanttransfer.

Prepayments, Etc. of Indebtedness. (a) Optionally The Company will not, and will not permit any of its Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under shall be permitted) any such Junior Debt Documents and mandatory prepayments Specified Indebtedness or make any payment in respect violation of the Senior Unsecured Notes shall not be prohibited by this clause)any subordination terms of any Specified Indebtedness, except for (i) the refinancing thereof of Specified Indebtedness with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Permitted Refinancing Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)in respect thereof, (ii) payments upon the conversion thereof of any Specified Indebtedness to cash or Qualified Equity Interests (other than Disqualified Equity Interests) of the Borrower or Company in accordance with its terms and the repurchase of any parent companySpecified Indebtedness required by the terms thereof, (iii) the prepayment of Indebtedness of the Company or any Subsidiary to the Company or any Subsidiary to the extent permitted by the Collateral Documents, (iv) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in respect of Specified Indebtedness in an aggregate amount at the time made not to exceed the sum of (A) $20,000,000 minus the greater of, at the time made, (xamount of Restricted Payments made pursuant to Section 6.04(g)(x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount so long as (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (iA) no Event of Default shall have has occurred and be is continuing or would result therefrom arise after giving effect to such prepayment, redemption, purchase, defeasance or other payment and (iiB) after giving pro forma effect to such prepayment, redemption, purchase, defeasance or other payment, the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, Company would be no greater than 3.50:1.00), in compliance with Section 6.09 and (v) other prepayments, redemptions, purchases, defeasances the prepayments of subordinated and other payments thereof prior to their scheduled maturity as part unsecured Indebtedness of an applicable high yield discount obligation catchnon-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretoLoan Parties. (b) AmendThe Company will not, and will not permit any of its Subsidiaries to, amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantSpecified Indebtedness.

Prepayments, Etc. of Indebtedness. (a) Optionally prepay(i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled principal, interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of shall be permitted) the Senior Unsecured Notes shall not be prohibited or any other Indebtedness of a Loan Party (except, with respect to Holdings, to the extent such prepayment, redemption, purchase, defeasance or other satisfaction thereof is funded with a Restricted Payment permitted under Section 7.06(k)) that is unsecured or subordinated to the Obligations expressly by this clauseits terms (other than Indebtedness among the Borrower and its Restricted Subsidiaries) (collectively, “Junior Financing”), except for (iA) the refinancing thereof with the Net Cash Proceeds of of, or in exchange for, any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (Permitted Refinancing, to the extent such Indebtedness constitutes a Permitted Refinancingnot required to prepay any Loans pursuant to Section 2.03(b), (iiB) the conversion thereof 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 parent companyRestricted Subsidiary owed to Holdings, the Borrower or a Restricted Subsidiary or the prepayment of any other Junior Financing with the proceeds of any other Junior Financing otherwise permitted by Section 7.03, (iiiD) the Refinancing of the Senior Notes and (E) prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount at the time of Restricted Payments made pursuant to Section 7.06(k), not to exceed the sum of (A1) the greater of, at the time made, (x) $165,000,000 and (y) 30amount by which 2.50% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus Total Assets (B) the Available Amount (provided that, determined at the time of any such prepayment, redemption, purchase, defeasance or other payment, with respect to ) exceeds the Total Asset Percentage Amount minus any prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made utilizing in reliance on this clause (1) after the Available AmountClosing Date and prior to such date of determination, and (2) if the Total Leverage Ratio (after giving effect to such prepayment, redemption, purchase or defeasance on a Pro Forma Basis) is not greater than 6.0 to 1.0, and so long as no Specified Event of Default shall have has occurred and be is continuing or would result therefrom), the Available Amount (ivif positive) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the such time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as make any payment in violation of the end any subordination terms of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretoJunior Financing Documentation. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of (i) any Junior Debt Documents Financing Documentation in respect of any Indebtedness having an aggregate outstanding principal amount of $35,000,000 or more or (ii) the Senior Notes Indenture (in the case of each of clauses (i) and (ii), other than as a result of a Permitted Refinancing thereof) without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantAdministrative Agent.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount Specified Indebtedness (it being understood that payments of regularly scheduled interest interest, AHYDO payments and “AHYDO” payments mandatory prepayments under any such Junior Specified Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent companyof their direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed $5,000,000 minus amounts reallocated from this clause (Aiii) the greater ofto Section 7.06(j) and Section 7.02(t); provided, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such paymentprepayment, with respect to any prepaymentsredemption, redemptionspurchase, purchases, defeasances defeasance and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) payment no Event of Default shall have occurred and be continuing or would result therefrom and (iiiv) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date not to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase exceed (A) the Available Amount; provided, are that, at the time of any such prepayment, redemption, purchase, defeasance and other payment (x) no Event of Default shall have occurred and be continuing or would result therefrom and (y) if any such payment is made in connection with reliance on the Spin-Off or constitute Available Amount Builder Basket, the LQA Recurring Revenue Leverage Ratio of the Borrower as of the end of the most recently ended Test Period on a Cure Pro Forma Basis, would be no greater than 0.75:1.00, plus (B) the Excluded Contribution Amount and (vii) other prepaymentsprovided, redemptionsthat, purchasesat the time of any such prepayment, defeasances redemption, purchase, defeasance and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower payment, no Specified Event of Default shall have occurred and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretobe continuing or would result therefrom). (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Specified Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior (X) Indebtedness incurred pursuant to Sections 7.03(r), (w) or (x)v), (w), (x) or (bb), in each case to the date that extent it is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of unsecured or junior lien secured and exceeds the Threshold Amount or (Y) any Subordinated Debt (it being understood that payments of regularly scheduled interest and “AHYDO” payments mandatory prepayments (including AHYDO Payments) under any Indebtedness incurred pursuant to Sections 7.03(r)v), (w), (wx) or (xbb) or such Junior Subordinated Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clausepermitted), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent companyand, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (Ax) $50,000,000 plus (y) the greater of, at the time made, Available Amount; provided that (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom)therefrom and (y) in the case of any such payment in an amount in excess of $15,000,000, the Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating the calculation of the Available Amount Amount, (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, payments (ix) no Default or Event of Default shall have has occurred and be is continuing or would result therefrom and (iiy) the Total Net Leverage Ratio of the Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), 3.50:1.00 and (v) to the extent such Excluded Contributions have not been used and are not then being used to make Investments pursuant to Section 7.02(cc) or Restricted Payments pursuant to Section 7.06(o), other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretoExcluded Contributions. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior the Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. No Credit Party shall, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries to: (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount Indebtedness (it being understood that payments of regularly scheduled interest required to be paid in cash and “AHYDO” payments AHYDO Payments (which shall only be permitted to the extent permitted under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes applicable intercreditor or subordination agreement), shall not be prohibited by this clauseclause (a)), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests Stock or Stock Equivalents (other than Disqualified Equity InterestsStock) of the Borrower or any parent companyof its direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater ofunlimited amount, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided thatso long as, at the time of such prepaymentsprepayment, redemptionsredemption, purchasespurchase, defeasances defeasance or other paymentspayment and after giving Pro Forma Effect thereto and to any related Specified Transaction, (ix) no Event of Default shall have occurred and be continuing or would result therefrom therefrom, and (iiy) the Total Net Leverage Ratio as of the end of the most recently ended Test PeriodPeriod shall not exceed 2.75:1.00 and (iv) so long as no Event of Default has is continuing or would result therefrom, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior prepayments of Indebtedness not otherwise permitted pursuant to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity this Section 5.8 in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date not to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with exceed $20,000,000; (b) Make any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity payment with respect to intercompany any Indebtedness among the Borrower permitted to be incurred pursuant to Section 5.3(k) at any time that an Event of Default exists and its Subsidiaries permitted under Section 7.03, subject is continuing other than payments pursuant to the subordination provisions applicable thereto.an Excluded Contribution; and (bc) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, Lenders or in their capacity as such, violation of the applicable intercreditor or subordination agreement any term or condition of any Junior Debt Indebtedness Documents or any Indebtedness permitted pursuant to Section 5.3(h), 5.3(t) or 5.3(w), in each case, without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) Optionally The Parent Entity will not, and will not permit any of its Restricted Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under shall be permitted) any such Junior Debt Documents and mandatory prepayments Subordinated Indebtedness or make any payment in respect violation of the Senior Unsecured Notes shall not be prohibited by this clause)any subordination terms of any Subordinated Indebtedness, except for (i) the refinancing thereof of Subordinated Indebtedness with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Permitted Refinancing Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)in respect thereof, (ii) the conversion thereof of any Subordinated Indebtedness to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent companyParent Entity, (iii) the prepayment of Subordinated Indebtedness of the Parent Entity or any Restricted Subsidiary to the Parent Entity or any Restricted Subsidiary to the extent permitted by the Collateral Documents, (iv) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in respect of Subordinated Indebtedness in an aggregate amount at the time made not to exceed the Available Amount so long as (A1) the greater of, at the time made, (x) $165,000,000 no Event of Default has occurred and is continuing and (y2) 30% of Consolidated EBITDA after giving effect to such prepayment, on a Pro Forma Basis the Parent Entity would be in compliance with Section 6.09 as of the last day of the most recently ended Test Period plus recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), (Bv) prepayments, redemptions, purchases, defeasances and other payments in respect of Subordinated Indebtedness so long as (x) no Event of Default has occurred and is continuing and (y) after giving effect to such prepayment, on a Pro Forma Basis the Consolidated Leverage Ratio would be less than or equal to 1.5 to 1.0 as of the last day of the most recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), (vi) prepayments, redemptions, purchases or defeasances of Subordinated Indebtedness out of the net cash proceeds of a sale of Qualified Equity Interests (other than a sale to the Parent Entity or a Restricted Subsidiary) to the extent such net cash proceeds are excluded from the calculation of the Available Amount Amount, (provided thatvii) prepayments, at redemptions, purchases, defeasances and other payments in an aggregate amount not to exceed, together with the time aggregate amount of any such paymentRestricted Payments made pursuant to Section 6.04(j) and the aggregate amount of Investments made pursuant to Section 6.05(t), with respect to $500,000,000 and (viii) any prepayments, redemptions, purchases, defeasances and other payments in respect of Subordinated Indebtedness made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test during a Covenant Suspension Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) AmendExcept during a Covenant Suspension Period, Parent will not, and will not permit any of its Restricted Subsidiaries to, amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantSubordinated Indebtedness.

Prepayments, Etc. of Indebtedness. (a) Optionally prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower or any parent companyentity, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (AA)(1) the greater of, at the time made, (x) $165,000,000 215,00,000 and (y) 3035.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period minus (2) the amount of Investments made pursuant to Section 7.02(t)(ii) plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00)[reserved], (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Parent Borrower in exchange for Qualified Equity Interests of the Parent Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and or “Cure Amount” (as defined in the Term/Revolver Facility), (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Parent Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretothereto and (viii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity so long as the Payment Conditions are satisfied on a Pro Forma Basis. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Parent Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantcovenant and may later divide and reclassify any prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) so long as the prepayment, redemption, purchase or other satisfaction of Junior Debt (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception or exceptions as of the date of such reclassification.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayMake an optional or voluntary prepayment, redeem, purchase, redemption or purchase or defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior the Senior Notes, any unsecured Permitted Incremental Equivalent Debt, any unsecured Permitted External Refinancing Debt, any Indebtedness permitted by Section 7.2(h) or any other unsecured Indebtedness or any Indebtedness that is subordinated in right of payment or lien priority to the date that is one year prior Obligations expressly by its terms (other than Indebtedness among the Parent Borrower and its Restricted Subsidiaries to the scheduled maturity date thereof extent permitted by any applicable subordination provisions) (collectively, the “Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clauseFinancing”), except for except: (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Permitted Refinancing Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), in respect thereof; (ii) the conversion thereof or exchange of any such Junior Financing to Equity Interests Capital Stock (other than Disqualified Equity InterestsCapital Stock) of the Parent Borrower from the substantially concurrent issuance of new shares of its common stock or other common equity interests; (iii) any prepayment, redemption, purchase, defeasance or other satisfaction of the Senior Notes or any parent companyIndebtedness permitted by Section 7.2(h) with the proceeds of Permitted Incremental Equivalent Debt, Incremental Facility or additional Indebtedness permitted by Section 7.2(h), so long as (x) the Consolidated Secured Leverage Ratio as of the last day of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered under Section 6.1, determined on a pro forma basis, is less than 3.25:1.00, (iiiy) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis and (z) the Parent Borrower is in compliance with the financial covenants set forth in Section 7.1, determined as of the last day of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered pursuant to Section 6.1 and on a pro forma basis; (iv) regularly scheduled interest and principal payments as and when due in respect of any such Junior Financing, other than payments in respect of any Junior Financing prohibited by any applicable subordination provisions thereof; (v) prepayments, redemptions, purchases, defeasances and other payments thereof prior repayments in respect to their scheduled maturity Junior Financings in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, Available Amount; provided (x) $165,000,000 no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis and (y) 30% of solely with respect to clause (v) above, the Consolidated EBITDA Total Leverage Ratio as of the last day of the fiscal quarter of the Parent Borrower most recently ended Test Period plus for which financial statements have been delivered under Section 6.1, determined on a pro forma basis, is less than 4.50:1.00 and the Parent Borrower is in compliance with the financial covenants set forth in Section 7.1, determined as of the last day of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered pursuant to Section 6.1 and on a pro forma basis; (Bvi) repayments by Foreign Restricted Subsidiaries of unsecured revolving loans under local working capital facilities of such Foreign Restricted Subsidiary; provided that such payment is not accompanied by a permanent reduction of the Available Amount related revolving commitment; (provided that, at the time vii) additional payments of any such payment, with or in respect of Junior Financing in an amount not to any exceed $20,000,000; (viii) additional prepayments, redemptions, purchases, defeasances and other payments made utilizing repayments in respect to Junior Financings so long as (x) the Available AmountConsolidated Total Leverage Ratio as of the last day of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered under Section 6.1, determined on a pro forma basis, is less than 4.75:1.00, (y) no Specified Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis and (z) the Parent Borrower is in compliance with the financial covenants set forth in Section 7.1, determined as of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have occurred been delivered pursuant to Section 6.1 and be continuing or would result therefrom), on a pro forma basis; and (ivix) other additional prepayments, redemptions, purchases, defeasances and other payments thereof prior repayments in respect to their scheduled maturity Junior Financings in an amount not to exceed in the aggregate any unused amount under Section 7.6(d)(i); provided that any amounts utilized pursuant to this clause (provided thata)(ix), at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Periodreduce, on a Pro Forma Basisdollar for dollar basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior the amounts available under such section to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretomake Restricted Payments. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any documentation governing any Junior Debt Documents without Financing in a manner that would permit a payment not otherwise permitted by Section 7.8(a), would contravene any subordination or intercreditor provisions then in effect or would otherwise be materially adverse to the consent interest of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior DebtLenders. For purposes of determining compliance with this Section 7.087.8, (A) a payment need not be incurred solely by reference to one category described in this Section 7.8, but is permitted to be made or existing in part under any combination thereof and of any other available exemption and (B) in the event that a prepayment, redemption, purchase payment (or other satisfaction of Junior Debt any portion thereof) meets the criteria of one or more than one of the categories of permitted payments (or any portion thereof) described abovein this Section 7.8, the Borrower shallParent Borrower, in its sole discretion, may divide or classify or divide any such prepayment, redemption, purchase or other satisfaction of Junior Debt payment (or any portion thereof) in any manner that complies with this covenantSection 7.8 and will be entitled to only include the amount and type of such payment (or any portion thereof) in one or more (as relevant) of the above clauses (or any portion thereof) and such payment (or any portion thereof) shall be treated as having been made pursuant to only such clause or clauses (or any portion thereof).

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled principal, interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments shall be permitted) any New Senior Notes, any Retained Existing Notes, any Permitted Additional Notes or any other Indebtedness (or guarantees in respect of thereof) that is subordinated to the Senior Unsecured Notes shall not be prohibited Obligations expressly by this clause)its terms (other than Indebtedness among the Parent Borrower and its Restricted Subsidiaries) (collectively, except for “Junior Financing”) except: (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (Permitted Refinancing, to the extent such Indebtedness constitutes a Permitted Refinancingnot required to prepay any Term Loans pursuant to Section 2.05(b), ; (ii) the refinancing thereof with the Net Cash Proceeds of any Specified Equity Contribution made substantially contemporaneously with such prepayment, redemption, purchase, defeasance or other satisfaction; (iii) prepayments and redemptions of Repurchased Existing Notes; (iv) on or after September 30, 2015, so long as no Default has occurred and is continuing, the Parent Borrower or a Restricted Subsidiary may redeem a portion of the New Senior Toggle Notes in an aggregate principal amount equal to the product of (x) $30,000,000 and (y) a fraction (which, for the avoidance of doubt, cannot exceed one), the numerator of which is the aggregate principal amount of such Indebtedness outstanding on such date for United States federal income tax purposes and the denominator of which is $1,500,000,000; (v) beginning on the fifth anniversary of the date of issuance of the New Senior Notes, so long as no Default has occurred and is continuing, the Parent Borrower or a Restricted Subsidiary may make “AHYDO catch-up” payments on such Indebtedness; (vi) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower Parent or any parent company, of its direct or indirect parents; (iiivii) prepaymentsso long as no Default is continuing or would result therefrom, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount at the time of Restricted Payments made pursuant to Section 7.06(l), not to exceed the sum of (A1) the greater of, of $550,000,000 or 1.75% of Total Assets at the such time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B2) the Available Amount at such time; (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (iiviii) the Total Leverage Ratio as of the end of the most recently ended Test PeriodParent Borrower may redeem, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal defease or discharge any AMFM Notes or Designated 2010 Retained Existing Notes not purchased pursuant to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are tender offers made in connection with the Spin-Off or constitute a Cure Amount Debt Repayment; and (ix) the Parent Borrower may prepay, redeem, purchase (including pursuant to an offer to purchase) the New Senior Notes with the proceeds of any asset disposition to the extent such proceeds are (i) not required to be used to prepay the Term Loans in accordance with Section 2.05(b)(ii)(A) and are not used to voluntarily prepay the Term Loans in accordance with Section 2.05(a) and (viiii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior required to their scheduled maturity with respect to intercompany Indebtedness among be so applied under the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretoNew Senior Notes Indenture. (b) Make any payment in violation of any subordination terms of any Junior Financing Documentation. (c) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents Financing Documentation, Existing Notes Indenture, the CCO Cash Management Arrangements, the CCU Notes or the CCO Intercompany Agreements, in each case without the consent of the Administrative Agent and the Required Lenders (not to be unreasonably withheld withheld); it being understood and agreed that any extension of the CCO Cash Management Arrangements, the CCU Notes or delayed)the CCO Intercompany Agreements, and excluding or any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, change in the event that a prepayment, redemption, purchase or other satisfaction interest rate on the CCU Notes approved by the Board of Junior Debt meets the criteria of more than one Directors of the categories described aboveParent Borrower, will be deemed not to be materially adverse to the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction interests of Junior Debt (or any portion thereof) in any manner that complies with this covenantthe Lenders.

Prepayments, Etc. of Indebtedness. No Credit Party shall, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries to: (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount Indebtedness (it being understood that payments of regularly scheduled interest required to be paid in cash and “AHYDO” payments AHYDO Payments (which shall only be permitted to the extent permitted under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes applicable intercreditor or subordination agreement), shall not be prohibited by this clauseclause (a)), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests Stock or Stock Equivalents (other than Disqualified Equity InterestsStock) of the Borrower or any parent companyof its direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater ofunlimited amount, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided thatso long as, at the time of such prepaymentsprepayment, redemptionsredemption, purchasespurchase, defeasances defeasance or other paymentspayment and after giving Pro Forma Effect thereto and to any related Specified Transaction, (ix) no Event of Default shall have occurred and be continuing or would result therefrom therefrom, and (iiy) the Total Net Leverage Ratio as of the end of the most recently ended Test PeriodPeriod shall not exceed 2.75:1.00 and (iv) so long as no Event of Default has is continuing or would result therefrom, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior prepayments of Indebtedness not otherwise permitted pursuant to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity this Section 5.8 in an amount equal to the aggregate amount not to exceed the greater of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount (A) $40,000,000 and (viiB) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity 7.5% of LTM EBITDA; (b) Make any payment with respect to intercompany any Indebtedness among the Borrower permitted to be incurred pursuant to Section 5.3(k) at any time that an Event of Default exists and its Subsidiaries permitted under Section 7.03, subject is continuing other than payments pursuant to the subordination provisions applicable thereto.an Excluded Contribution; and (bc) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, Lenders or in their capacity as such, violation of the applicable intercreditor or subordination agreement any term or condition of any Junior Debt Indebtedness Documents or any Indebtedness permitted pursuant to Section 5.3(h), 5.3(t) or 5.3(w), in each case, without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior manner, or make any payment in violation of any subordination terms of, any Indebtedness incurred pursuant to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clauseSections 7.02(b), 7.02(f)-(h), or 7.02(k), except for (a) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(b), (b) refinancings, refundings, renewals, redemptions or extensions of Indebtedness incurred pursuant to Section 7.02(k) or scheduled principal payments thereunder in accordance with Section 7.02(k)(iv) (i) the refinancing thereof with the Net Cash Proceeds proceeds of other Indebtedness incurred pursuant to Section 7.02(k) and (ii) subject to the limitations of Section 7.07, with Equity Interests issued or deemed issued upon the conversion of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (convertible debt incurred pursuant to the extent such Indebtedness constitutes a Permitted RefinancingSection 7.02(k), (iic) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) prepayments of the Borrower or any parent company, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity such Indebtedness in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount so long as (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, i) no Specified Event of Default shall have occurred and be continuing or would result therefrom)from such prepayment, (ivii) other prepaymentsimmediately after giving effect to such prepayment, redemptionsthe Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.12, purchasessuch compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such prepayment had occurred as of the first day of the fiscal period covered thereby, defeasances and other payments thereof prior to their scheduled maturity (provided thatiii) in the case of Subordinated Indebtedness, at such payment is not in violation of the time applicable subordinated terms, and (d) prepayments of such prepayments, redemptions, purchases, defeasances unsecured Indebtedness with cash on hand or other payments, proceeds from Loans so long as (i) no Event of Default shall have occurred and be continuing or would result therefrom and from such prepayment, (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior immediately after giving pro forma effect to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemptionthe Consolidated Senior Secured Leverage Ratio shall not be greater than 2.75 to 1.00, purchase or other satisfaction of Junior Debt and (or any portion thereofiii) in any manner that complies with this covenantimmediately after giving effect to such prepayment, Available Cash shall be at least $50,000,000.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled principal, interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments shall be permitted) any Permitted Subordinated Notes (collectively, the “Junior Financing”) or make any payment in respect violation of the Senior Unsecured Notes shall not be prohibited by this clause)any subordination terms of any Junior Financing Documentation, except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (Permitted Refinancing, to the extent such Indebtedness constitutes a Permitted Refinancing)not required to prepay any Term Loans pursuant to Section 2.05(b) or the prepayment thereof with Retained Declined Proceeds, (ii) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of the Borrower or any parent companyRestricted Subsidiary to owed to Holdings, the Borrower or a Restricted Subsidiary or the prepayment of any Permitted Subordinated Notes issued by the Borrower or any Restricted Subsidiary to Holdings, the Borrower or any Restricted Subsidiary and the prepayment of Permitted Subordinated Notes with the proceeds of other Permitted Subordinated Notes, (iiiiv) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA so long as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (iA) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to aggregate amount, together with the aggregate amount of cash contributions (1) Restricted Payments made after pursuant to Section 7.06(n)(i) and (2) loans and advances to Holdings made pursuant to Section 7.02(n), not to exceed the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests sum of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, greater of $175,000,000 and except to the extent such cash contributions increase 2.5% of Total Assets and (B) out of the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (viiv) other prepaymentsany such Indebtedness if (after giving effect to such prepayment, redemptionsredemption, purchases, defeasances purchase or defeasance) the Senior Secured First-Lien Net Leverage Ratio is not greater than 4.0:1.0 and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretoTotal Net Leverage Ratio is not greater than 4.5:1.0. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents Financing Documentation in respect of any Junior Financing having an outstanding principal amount greater than $50,000,000 (other than as a result of any Permitted Refinancing of such Indebtedness in respect thereof) without the consent of the Required Lenders Administrative Agent (which consent shall not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) Optionally Except in connection with the Transactions, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled principal, interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect shall be permitted) the Senior Notes, any Permitted Additional Debt incurred pursuant to the proviso of the Senior Unsecured Notes shall not be prohibited by this clausefirst sentence in Section 7.03 or pursuant to Section 7.03(x) (other than Permitted Additional Debt that is secured on a pari passu basis pursuant to the First Lien Intercreditor Agreement or any Indebtedness constituting a Permitted Refinancing thereof), any Permitted Refinancing of any of the foregoing or any Indebtedness (other than Indebtedness that is owed to the Borrower or any of its Restricted Subsidiaries) that is expressly subordinated in right to the Obligations (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) Permitted Refinancing or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)prepayment thereof with Declined Retained Proceeds, (ii) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent companyof its direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA so long as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financing prior to their scheduled maturity (provided that, in an aggregate amount not to exceed the Available Amount at the such time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (iiiv) any prepayment, redemption, purchase or defeasance if the Total Senior Secured Leverage Ratio as of the end of the most recently ended Test Period(after giving effect to such prepayment, redemption, purchase or defeasance on a Pro Forma Basis, would be no ) is not greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior 1.75 to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto1.00. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without Financing Documentation or the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantSenior Notes Indenture.

Prepayments, Etc. of Indebtedness. (ai) Optionally prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent company, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $165,000,000 185,000,000 and (y) 3020% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.003.00:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (bii) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) Optionally The Company will not, and will not permit any of its Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under shall be permitted) any such Junior Debt Documents and mandatory prepayments Specified Indebtedness or make any payment in respect violation of the Senior Unsecured Notes shall not be prohibited by this clause)any subordination terms of any Specified Indebtedness, except for (i) the refinancing thereof of Specified Indebtedness with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Permitted Refinancing Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)in respect thereof, (ii) the conversion thereof of any Specified Indebtedness to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent companyCompany, (iii) the prepayment of Indebtedness of the Company or any Subsidiary to the Company or any Subsidiary to the extent permitted by the Collateral Documents, (iv) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in respect of Specified Indebtedness in an aggregate amount at the time made not to exceed the sum of (A) $50,000,000 minus the greater of, at amount of Restricted Payments made pursuant to Section 6.04(h)(x) plus (B) the time made, Available Amount so long as (x) $165,000,000 no Event of Default has occurred and is continuing and (y) 30% of after giving effect to such prepayment, on a Pro Forma Basis the Consolidated EBITDA Leverage Ratio as of the last day of the most recently ended Test Period plus recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) would not exceed 6.0 to 1.0, (Bv) the Available Amount (provided thatso long as no Event of Default has occurred and is continuing, at the time of any such payment, with respect to any prepayments, redemptions, purchases, purchases or defeasances of Specified Indebtedness out of Retained Declined Proceeds and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (ivvi) other prepayments, redemptions, purchases, purchases or defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as Specified Indebtedness out of the end net cash proceeds of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part sale of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except (other than a sale to the extent utilized in connection with any other transaction permitted by Company or a Subsidiary). Notwithstanding the foregoing, the Lenders waive the application of Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii6.06(a) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject prepayment of the Interim Loans in an aggregate principal amount not to the subordination provisions applicable theretoexceed $55,000,000. (b) AmendThe Company will not, and will not permit any of its Subsidiaries to, amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantSpecified Indebtedness.

Prepayments, Etc. of Indebtedness. (a) Optionally Voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled principal and interest and “AHYDO” payments under shall be permitted) any such Junior Debt Documents and mandatory prepayments Indebtedness (other than Indebtedness pursuant to this Agreement), in respect each case in an aggregate principal amount in excess of the Senior Unsecured Notes shall not be prohibited by this clause)Threshold Amount, or make any payment in violation of any subordination terms of any Junior Financing Documentation, except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent company, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA so long as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed $25,000,000, plus (ivA) other prepayments, redemptions, purchases, defeasances unused amounts available to make Restricted Payments under Section 7.06(f)(i) and other payments thereof (B) an amount equal to the Cumulative Amount as in effect immediately prior to their scheduled maturity (the time of making such purchase or prepayment; provided that, at in the time case of such prepaymentsany prepayment, redemptionsredemption, purchasespurchase, defeasances defeasement or other paymentssatisfaction of any Indebtedness under this Section 7.13 made with the Cumulative Amount, (i) no Event of Default the Borrower Parties shall have occurred and be continuing or would result therefrom and (ii) the Total in Pro Forma Compliance with a Senior Secured Leverage Ratio of not greater than 5.75 to 1.00 as of the end of the most recently Test Period then last ended Test Period, on and a Pro Forma Basis, would be no Total Leverage Ratio of not greater than 3.50:1.004.75 to 1.0 as of the end of the Test Period then last ended, in each case, after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction, (ii) so long as, both before and after giving effect to any such voluntary prepayment, redemption, purchase, defeasement or other satisfaction of any Indebtedness under this Section 7.13, the Payment Conditions are satisfied, (iii) a Permitted Refinancing thereof or any other refinancing thereof with proceeds of Indebtedness permitted by the terms of this Agreement (in each case, including through exchange offers and similar transactions), (iv) the conversion of any such Indebtedness to Equity Interests (other than Disqualified Equity Interests), (v) other prepaymentswith respect to intercompany subordinated indebtedness, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up paymentthe extent consistent with the subordination terms thereof, (vi) any payment, prepayment, redemption, purchase, defeasement or other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in satisfaction of any Indebtedness with proceeds of an amount equal to the aggregate amount issuance of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the BorrowerHoldings (or any direct or indirect parent thereof), such contributions are utilized, except or a capital contribution to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount Parent Borrower and (vii) other prepaymentsany payment by any Foreign Subsidiary of Indebtedness of such Foreign Subsidiary in respect of local lines of credit, redemptionsletters of credit, purchasesbank guarantees, defeasances factoring arrangements, working capital lines of credit and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amend, modify or change in any manner materially adverse to the interests similar extensions of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, credit in the event that a prepayment, redemption, purchase or other satisfaction ordinary course of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantbusiness.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to any of the date that is one year prior to Senior Secured Notes, the scheduled maturity date thereof 2014 Senior Subordinated Notes, the 2011 Senior Subordinated Notes, the Existing NTK Indebtedness, Permitted Seller Notes, Permitted Acquired Debt and any Permitted Subordinated Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Debt with an outstanding principal amount in excess of the Threshold Amount Financing Documentation, or make any cash payment (it being understood that payments of regularly scheduled including without limitation a cash interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments payment) in respect of the Senior Unsecured Notes shall not be prohibited by this clause)Existing NTK Indebtedness, except for so long as no Default shall have occurred and is continuing or would result therefrom (i) the refinancing thereof prepayment, redemption, purchase or defeasance of any such Junior Financing with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (Specified Issuance Proceeds Not Otherwise Applied to the extent that such Indebtedness constitutes proceeds were received within 180 days prior to the date of such prepayment, redemption, purchase or defeasance and held in a Permitted Refinancing)segregated account pending application pursuant to this Section 7.14, (ii) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent company), (iii) prepayments, redemptions, purchases, defeasances cash interest payments on and other scheduled mandatory payments thereof of applicable high yield discount obligation (“AHYDO”) by Holdings or NTK on Junior Financing of Holdings or NTK on the date that is not prior to their the first scheduled maturity in an aggregate amount at interest payment date thereunder after the time made not to exceed fifth anniversary of the issuance date, so long as immediately before and immediately after giving effect thereto (A) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (iiB) Excess Availability shall be at least 20% of the Borrowing Base, (iv) the Total Leverage Ratio as prepayment, redemption, purchase or defeasance of any such Junior Financing, and the payment of AHYDO prior to the first scheduled interest payment date thereunder after the fifth anniversary of the end issuance date, so long as immediately before and immediately after giving effect thereto (A) no Default shall have occurred and be continuing or would result therefrom, (B) Excess Availability shall be at least 20% of the most recently ended Test Period, on a Pro Forma Basis, Total Borrowing Base and (C) the Specified U.S. Borrower would be no greater than 3.50:1.00in pro forma compliance with a Consolidated Fixed Charge Coverage Ratio of 1.0:1.0 (whether or not the covenant in Section 7.11 is applicable at such time), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity provided that in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, each case such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries payment is also permitted under Section 7.03, subject to the subordination provisions applicable thereto. Senior Secured Notes Indenture or (b) Amendamend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Administrative Agent or the Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantFinancing Documentation.

Prepayments, Etc. of Indebtedness. (a) Optionally The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy or make any unscheduled payment, in each case, prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof (whether directly or indirectly), or make any Junior Debt with an outstanding principal amount payment in excess violation of the Threshold Amount any subordination terms of, any Indebtedness for borrowed money (it being understood that payments of regularly scheduled interest and “AHYDO” payments under other than any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clauseintercompany Indebtedness), except for the following: (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement; (b) required prepayments or redemptions of Indebtedness that is permitted by Section 7.03; (c) the prepayment, redemption, repurchase, defeasance, or other unscheduled payment of any Indebtedness that, as of the date hereof, has a final maturity date no later than the Term L/C Facility Term Loan Maturity Date; (d) the prepayment, redemption, repurchase, defeasance, or other unscheduled payment of any Indebtedness in connection with any refinancing, refunding, or exchange thereof permitted by Section 7.03; (e) any payment permitted pursuant to Section 7.02(j); (f) the prepayment, redemption, repurchase, defeasance, or other unscheduled payment of Indebtedness that, as of the date hereof, has a final maturity date after the Term L/C Facility Term Loan Maturity Date (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Exempt Proceeds, (ii) the conversion thereof to with Exempt Equity Interests (other than Disqualified Equity Interests) of the Borrower Proceeds or any parent company, (iii) prepayments, redemptions, purchases, defeasances and with funds other payments thereof prior to their scheduled maturity than Exempt Proceeds or Exempt Equity Proceeds in an aggregate amount at the time made not to exceed $150,000,000; (Ag) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase repurchase, defeasance or other satisfaction of Junior Debt meets the criteria of more than one unscheduled payment of the categories described above2003 Second Lien Notes, provided that the Borrower shallpro forma Leverage Ratio, in its sole discretion, classify or divide after giving effect to such prepayment, redemption, purchase repurchase, defeasance or other satisfaction unscheduled payment, shall not exceed (A) 7.0 to 1.0 at any time during fiscal year 2006, (B) 6.5 to 1.0 at any time from January 1, 2007 through March 31, 2007, (C) 6.25 to 1.0 at any time from April 1, 2007 through June 30, 2007, (D) 6.0 to 1.0 at any time from July 1, 2007 through September 30, 2007, (E) 5.75 to 1.0 at any time from October 1, 2007 through December 31, 2007, (F) 5.25 to 1.0 at any time during fiscal year 2008 and (G) thereafter, 5.0 to 1.0; (h) any such prepayment, redemption, purchase, defeasance, or other unscheduled payment made with (i) Exempt Proceeds or (ii) Exempt Equity Proceeds; and (i) notwithstanding anything to the contrary in this Section 7.15, any such prepayment, redemption, purchase, defeasance, or other unscheduled payment made solely with the net proceeds of Junior Debt (any Parity Indebtedness or the issuance of any Capital Stock by the Borrower or any portion thereof) in any manner that complies with this covenantof its Restricted Subsidiaries.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled principal, interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments shall be permitted) any Indebtedness of a Loan Party (except, with respect to Holdings, to the extent such prepayment, redemption, purchase, defeasance or other satisfaction thereof is funded with a Restricted Payment permitted under Section 7.06(k)) that is subordinated in respect right of payment to the Senior Unsecured Notes shall not be prohibited Obligations expressly by this clause)its terms (other than Indebtedness among the Borrower and its Restricted Subsidiaries) (collectively, “Junior Financing”)Junior Financing, except for (iA) the refinancing thereof with the Net Cash Proceeds of of, or in exchange for, any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (Permitted Refinancing, to the extent such Indebtedness constitutes a Permitted Refinancingnot required to prepay any Loans pursuant to Section 2.03(b), (iiB) the conversion thereof 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, redemption, purchase, defeasance or other satisfaction of Indebtedness of the Borrower or any parent companyRestricted Subsidiary owed to Holdings, the Borrower or a Restricted Subsidiary or the prepayment, redemption, purchase, defeasance or other satisfaction of any other Junior Financing with the proceeds of any other Junior Financing otherwise permitted by Section 7.03 and 7.03, (iiiD) prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of Restricted Payments made pursuant to Section 7.06(k)(i), not to exceed the sum of (1) the greater of $25,000,000100,000,000 and 1.254.30100,000,000 and 4.30% of Total Assets, in each case determined at the time made not of such payment and (2) if (after giving effect to exceed (Asuch prepayment, redemption, purchase, defeasance or other satisfaction on a Pro Forma Basis) the greater of, at the time made, (x) $165,000,000 so long as no Event of Default has occurred and is continuing, the Available Amount at such time (solely in the case of clause (a)(ii) of the definition of “Available Amount,” so long as on a Pro Forma Basis, the Net Leverage Ratio is not greater than 4.904.254.25 to 1.0) and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (BSenior Secured Net Leverage Ratio is not greater than 3.60 to 1.0, xxxXX) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, in respect of Junior Financings prior to their scheduled maturity so long as no Specified Event of Default shall have has occurred and be is continuing or would result therefrom), the Available Amount at such time.under clause (iva) other prepayments, redemptions, purchases, defeasances or (f) of Section 8.01 and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Net Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no Basis is not greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior 2.75 to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto1.0. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents Financing Documentation or the Senior Notes Indenture, other than as a result of a Permitted Refinancing thereof, without the consent of the Required Lenders Administrative Agent. (not c) Prepay, redeem, purchase, defease or otherwise satisfy prior to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) scheduled maturity thereof in any manner (it being understood that complies payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) any Senior Notes except (A) the refinancing thereof with this covenantthe Net Cash Proceeds of, or in exchange for, any Permitted Refinancing, to the extent not required to prepay any Loans pursuant to Section 2.03(b), (B) the conversion of any Senior Notes to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents and (C) prepayments, redemptions, purchases, defeasances and other payments in respect of Senior Notes so long as no Event of Default has occurred and is continuing or would result therefrom and the Senior Secured Net Leverage Ratio (determined on a Pro Forma Basis as of the last day of the most recent Test Period for which financial statements are available) is no greater than 3.60 to 1.0.

Prepayments, Etc. of Indebtedness. (a) Optionally prepay(i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled principal, interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of or redemptions shall be permitted) the Senior Unsecured Notes shall not be prohibited or any other Indebtedness for borrowed money of a Loan Party that is unsecured or subordinated to the Obligations expressly by this clauseits terms (other than Indebtedness among the Borrower and its Restricted Subsidiaries) (collectively, “Junior Financing”), except for (iA) the refinancing thereof with the Net Cash Proceeds of of, or in exchange for, any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (Permitted Refinancing, to the extent such Indebtedness constitutes a Permitted Refinancingnot required to prepay any Loans pursuant to Section 2.05(b), (iiB) the conversion thereof 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 parent companyRestricted Subsidiary owed to Holdings, the Borrower or a Restricted Subsidiary or the prepayment of any other Junior Financing with the proceeds of any other Junior Financing otherwise permitted by Section 7.03, (iiiD) prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity (1) in an aggregate amount, together with the aggregate amount of Restricted Payments made pursuant to Section 7.06(k), not to exceed the sum of (x) the greater of $50,000,000 and 3.0% of Total Assets, in each case determined at the time made not to exceed (A) the greater ofof such payment, at the time made, (x) $165,000,000 and (y) 30% if the Total Leverage Ratio (after giving effect to such prepayment, redemption, purchase or defeasance on a Pro Forma Basis) for the Test Period immediately preceding such prepayment, redemption, purchase defeasance or other payment for which financial statements are available is not greater than 6.5 to 1.0 and satisfaction of Consolidated EBITDA as such test shall be evidenced by a certificate from a Financial Officer of the last day of the most recently ended Test Period plus (B) Borrower demonstrating such satisfaction calculated in reasonable detail, and so long as no Default has occurred and is continuing or would result therefrom, the Available Amount (provided that, if positive) at the time of any such paymentprepayment, with respect to redemption, purchase, defeasance or other payment and (z) the amount of any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, Excluded Contribution or (2) so long as no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other the Borrower may make additional prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity (provided thatso long as immediately after giving effect to such transactions, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of for the end of the most recently ended Test Period, Period immediately preceding such purchase or other acquisition for which financial statements are available is less than or equal to 3.75 to 1.0 (calculated on a Pro Forma Basis, would ) and satisfaction of such test shall be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part evidenced by a certificate from a Financial Officer of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower demonstrating such satisfaction calculated in exchange for Qualified Equity Interests reasonable detail and no more than $25,000,000 million of the BorrowerRevolving Credit Loans and Swing Line Loans shall be outstanding after giving effect to such transaction, such contributions are utilized, except to the extent utilized or (ii) make any payment in connection with violation of any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretoterms of any Junior Financing Documentation. (b) AmendXxxxx, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of (i) any Junior Debt Documents Financing Documentation in respect of any Indebtedness having an aggregate outstanding principal amount equal to at least the Threshold Amount or (ii) the Senior Notes Indenture (in the case of each of clauses (i) and (ii), other than as a result of a Permitted Refinancing thereof) without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantAdministrative Agent.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the date that occurs 30 days before the scheduled maturity thereof in any manner any Indebtedness incurred or outstanding pursuant to Section 7.03(b), (q), (s) or (t) that matures on or after the Maturity Date (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except so long as no Default shall have occurred and is continuing or would result therefrom (i) the prepayment, redemption, purchase or defeasance of any such Junior Financing with the net cash proceeds of any Specified Issuance Proceeds Not Otherwise Applied and that do not increase the Available Amount (provided that the Borrower must provide the Administrative Agent with prompt notice of the application of such proceeds following such transaction) to the extent that such proceeds were received within 180 days prior to the date that is one year prior of such prepayment, redemption, purchase or defeasance and held in a segregated account pending application pursuant to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Section 7.14, (ii) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent companyBorrower, (iii) prepaymentsso long as no Default exists before or after giving effect thereto and the Total Leverage Ratio after giving effect thereto on a pro forma basis shall be less than 5.0 to 1.0, redemptionsthe prepayment, purchasesredemption, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time purchase or defeasance of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing Junior Financing from the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepaymentsthe prepayment, redemptionsredemption, purchasespurchase or defeasance of any such Junior Financing for an aggregate purchase price, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to aggregate prepayment amount, when combined with the aggregate amount of cash contributions Restricted Payments made after pursuant to Section 7.06(i), not to exceed $100,000,000 and (v) the Initial Closing Date prepayment, redemption, purchase or defeasance of any such Junior Financing pursuant to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except a Permitted Refinancing thereof permitted pursuant to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amendamend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Administrative Agent or the Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantFinancing Documentation.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayMake an optional or voluntary prepayment, redeem, purchase, redemption or purchase or defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior the Senior Notes, any unsecured Permitted Incremental Equivalent Debt, any unsecured Permitted External Refinancing Debt, any Indebtedness permitted by Section 7.2(h) or any other unsecured Indebtedness or any Indebtedness that is subordinated in right of payment or lien priority to the date that is one year prior Obligations expressly by its terms (other than Indebtedness among the Parent Borrower and its Restricted Subsidiaries to the scheduled maturity date thereof extent permitted by any applicable subordination provisions) (collectively, the “Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clauseFinancing”), except for except: (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Permitted Refinancing Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), in respect thereof; (ii) the conversion thereof or exchange of any such Junior Financing to Equity Interests Capital Stock (other than Disqualified Equity InterestsCapital Stock) of the Parent Borrower from the substantially concurrent issuance of new shares of its common stock or other common equity interests; (iii) any prepayment, redemption, purchase, defeasance or other satisfaction of the Senior Notes or any parent companyIndebtedness permitted by Section 7.2(h) with the proceeds of Permitted Incremental Equivalent Debt, Incremental Facility or additional Indebtedness permitted by Section 7.2(h), so long as (x) the Consolidated Secured Leverage Ratio as of the last day of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered under Section 6.1, determined on a pro forma basis, is less than 3.25:1.00, (iiiy) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis and (z) to the extent any Loans or Commitments are outstanding that are included in the determination of Required Pro Rata Lenders, the Parent Borrower is in compliance with the financial covenants set forth in Section 7.1, determined as of the last day of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered pursuant to Section 6.1 and on a pro forma basis; (iv) regularly scheduled interest and principal payments as and when due in respect of any such Junior Financing, other than payments in respect of any Junior Financing prohibited by any applicable subordination provisions thereof; (v) prepayments, redemptions, purchases, defeasances and other payments thereof prior repayments in respect to their scheduled maturity Junior Financings in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, Available Amount; provided (x) $165,000,000 no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis and (y) 30% of solely with respect to clause (v) above, the Consolidated EBITDA Total Leverage Ratio as of the last day of the fiscal quarter of the Parent Borrower most recently ended Test Period plus for which financial statements have been delivered under Section 6.1, determined on a pro forma basis, is less than 4.50:1.00 and, to the extent any Loans or Commitments are outstanding that are included in the determination of Required Pro Rata Lenders, the Parent Borrower is in compliance with the financial covenants set forth in Section 7.1, determined as of the last day of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered pursuant to Section 6.1 and on a pro forma basis; (Bvi) repayments by Foreign Restricted Subsidiaries of unsecured revolving loans under local working capital facilities of such Foreign Restricted Subsidiary; provided that such payment is not accompanied by a permanent reduction of the Available Amount related revolving commitment; (provided that, at the time vii) additional payments of any such payment, with or in respect of Junior Financing in an amount not to any exceed $20,000,000; (viii) additional prepayments, redemptions, purchases, defeasances and other payments made utilizing repayments in respect to Junior Financings so long as (x) the Available AmountConsolidated Total Leverage Ratio as of the last day of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered under Section 6.1, determined on a pro forma basis, is less than 4.75:1.00, (y) no Specified Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis and (z) to the extent any Loans or Commitments are outstanding that are included in the determination of Required Pro Rata Lenders, the Parent Borrower is in compliance with the financial covenants set forth in Section 7.1, determined as of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have occurred been delivered pursuant to Section 6.1 and be continuing or would result therefrom), on a pro forma basis; and (ivix) other additional prepayments, redemptions, purchases, defeasances and other payments thereof prior repayments in respect to their scheduled maturity Junior Financings in an amount not to exceed in the aggregate any unused amount under Section 7.6(d)(i); provided that any amounts utilized pursuant to this clause (provided thata)(ix), at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Periodreduce, on a Pro Forma Basisdollar for dollar basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior the amounts available under such section to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretomake Restricted Payments. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any documentation governing any Junior Debt Documents without Financing in a manner that would permit a payment not otherwise permitted by Section 7.8(a), would contravene any subordination or intercreditor provisions then in effect or would otherwise be materially adverse to the consent interest of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior DebtLenders. For purposes of determining compliance with this Section 7.087.8, (A) a payment need not be incurred solely by reference to one category described in this Section 7.8, but is permitted to be made or existing in part under any combination thereof and of any other available exemption and (B) in the event that a prepayment, redemption, purchase payment (or other satisfaction of Junior Debt any portion thereof) meets the criteria of one or more than one of the categories of permitted payments (or any portion thereof) described abovein this Section 7.8, the Borrower shallParent Borrower, in its sole discretion, may divide or classify or divide any such prepayment, redemption, purchase or other satisfaction of Junior Debt payment (or any portion thereof) in any manner that complies with this covenantSection 7.8 and will be entitled to only include the amount and type of such payment (or any portion thereof) in one or more (as relevant) of the above clauses (or any portion thereof) and such payment (or any portion thereof) shall be treated as having been made pursuant to only such clause or clauses (or any portion thereof).

Prepayments, Etc. of Indebtedness. (a) Optionally The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy or make any unscheduled payment, in each case, prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof (whether directly or indirectly), or make any Junior Debt with an outstanding principal amount payment in excess violation of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments subordination terms of, any Indebtedness for borrowed money, including, without limitation, obligations owing in respect of the Senior Unsecured Notes shall not be prohibited by this clauseAlpha Facility and the Riverside Facility (other than any intercompany Indebtedness), except for the following: (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement; (b) required prepayments or redemptions of Indebtedness that is permitted by Section 7.03; (c) the prepayment, redemption, repurchase, defeasance, or other unscheduled payment of any Indebtedness that, as of the date hereof, has a final maturity date no later than the Term Loan Maturity Date; (d) the prepayment, redemption, repurchase, defeasance, or other unscheduled payment of any Indebtedness in connection with any refinancing, refunding, or exchange thereof permitted by Section 7.03; (e) (i) the refinancing thereof with the Net Cash Proceeds prepayment of any Equity Interest intercompany Indebtedness owed by Illinova to IPC (other than Disqualified Equity Intereststhe “ILN/IPC Debt”) or Indebtedness (to so long as the extent such Indebtedness constitutes a Permitted Refinancing), aggregate principal amount of any cash prepayments shall not exceed $450,000,000 over the term of the Facilities and (ii) in connection with an Illinova Asset Sale, (A) the conversion thereof offset of the ILN/IPC Debt against the amount IPC owes Illinova, (B) the termination of the ILN/IPC Debt in exchange for the assumption of IPC’s deferred tax obligations and IPC’s repurchase of its Capital Stock from Illinova, and (C) any other extinguishment of the ILN/IPC Debt; (f) any payment permitted pursuant to Equity Interests Section 7.02(k); (g) the prepayment, redemption, repurchase, defeasance, or other unscheduled payment of Indebtedness under the Early Maturity DHI Bonds, the Riverside Facility or the Alpha Facility; (h) the prepayment, redemption, repurchase, defeasance, or other unscheduled payment of Indebtedness under the Late Maturity DHI Bonds (i) with Exempt Proceeds or (ii) with funds other than Disqualified Equity Interests) of the Borrower or any parent company, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity Exempt Proceeds in an aggregate amount at the time made not to exceed the sum of (A) $50,000,000 and (B) the greater of, at the time made, lesser of (x1) $165,000,000 100,000,000 and (y2) 30% of Consolidated EBITDA as of an amount equal to the positive cumulative free cash flow for the Borrower for the period from January 1, 2004 to the last day of the most recently ended Test Period plus (B) recent fiscal quarter of the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing Borrower ending on or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time date of such prepaymentspayment minus Capital Expenditures made during such period, redemptions, purchases, defeasances or other payments, over the term of the Facilities; (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase repurchase, defeasance, or other satisfaction of Junior Debt meets the criteria of more than one unscheduled payment of the categories described above2003 Second Lien Notes (i) with Exempt Proceeds or (ii) with funds other than Exempt Proceeds, the Borrower shall, in its sole discretion, classify or divide provided that (A) such prepayment, redemption, purchase repurchase, defeasance or other satisfaction unscheduled payment shall not cause the Liquidity of the Parent Group to be less than $200,000,000 for any consecutive ten Business Day period and (B) the Secured Debt/EBITDA Ratio, after giving pro forma effect to such prepayment, redemption, repurchase, defeasance or other unscheduled payment, shall not exceed 7.5 to 1.0; (j) any such prepayment, redemption, purchase, defeasance, or other unscheduled payment made with Exempt Proceeds, subject to the limitations of the 2003 Second Lien Indenture; and (k) notwithstanding anything to the contrary in this Section 7.15, any such prepayment, redemption, purchase, defeasance, or other unscheduled payment made solely with the net proceeds of any Junior Debt (Indebtedness or the issuance of any Capital Stock by the Borrower or any portion thereof) in any manner that complies with this covenantof its Restricted Subsidiaries, subject to the limitations of the 2003 Second Lien Indenture.

Prepayments, Etc. of Indebtedness. (a) Optionally prepay(i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” principal, interest, AHYDO payments under any such Junior Debt Documents and mandatory prepayments shall be permitted) any junior lien (other than the ABL Facility and any Revolving Commitment Increase), unsecured or Subordinated Indebtedness, in respect each case, consisting of the Senior Unsecured Notes shall not be prohibited by this clauseIndebtedness for borrowed money and with an individual outstanding principal balance in excess of $20,000,000 (collectively, “Junior Financing”), except for (iA) the refinancing thereof with the Net Cash Proceeds of of, or in exchange for, any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Refinancing Indebtedness, (iiB) the conversion thereof 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 parent companyRestricted Subsidiary owed to Holdings, the Borrower or a Restricted Subsidiary or the prepayment of Refinancing Indebtedness and the Management Fee Agreement with the proceeds of any other Junior Financing otherwise permitted by Section 7.03, (iiiD) prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed the sum of (1) the greater of (x) $60,000,000 and (y) 30.0% of EBITDA of Holdings and its Restricted Subsidiaries for the most recently ended Test Period plus (2) the amount of Excluded Contributions previously received by Holdings, (E) other prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity so long as on a Pro Forma Basis at the time made not to exceed (A) the greater ofof such prepayment, at the time maderedemption, purchase, defeasance and other payment, (x) $165,000,000 no Default or Event of Default has occurred and is continuing and (y) 30% the Consolidated Net Leverage Ratio is less than or equal to 3.50 to 1.0 as of the last day of the most recently ended Test Period, (F) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed the Available Amount so long as on a Pro Forma Basis at the time of such prepayment, redemption, purchase, defeasance and other payment, (i) no Event of Default has occurred and is continuing and (ii) the Consolidated EBITDA Net Leverage Ratio as of the last day of the most recently ended Test Period plus is less than or equal to 4.1 to 1.0 and (BG) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing in respect of Junior Financings from the Available Amount, no Specified Event net cash proceeds of Default shall have occurred and be continuing Equity Interests (other than Disqualified Equity Interests) of Holdings or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as make any payment in violation of the end any subordination terms of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretoJunior Financing Documentation. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantFinancing Documentation.

Prepayments, Etc. of Indebtedness. (a) Optionally prepay(i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled principal, interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect shall be permitted) (x) any Permitted Subordinated Incremental Equivalent Debt, (y) any other Indebtedness that is subordinated to the Obligations expressly by its terms or (z) any Indebtedness to the extent constituting any Permitted Refinancing of any of the Senior Unsecured Notes shall not be prohibited by this clauseIndebtedness described clause (x) or (y) (the Indebtedness described in the preceding clauses (x), (y) and (z), collectively, “Junior Financing”), except for (iA) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (iiB) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent companyof its direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (AC) the greater ofprepayment of Indebtedness of Holdings, at the time madeBorrower or any Restricted Subsidiary owed to Holdings, (x) $165,000,000 the Borrower or a Restricted Subsidiary to the extent not prohibited by the subordination provisions applicable to such Indebtedness and the prepayment of any other Junior Financing with the proceeds of any other Junior Financing otherwise permitted by Section 7.03 and (yD) 30% of Consolidated EBITDA so long as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time in respect of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof Junior Financings prior to their scheduled maturity in an amount equal to aggregate amount, together with the aggregate amount of cash contributions Restricted Payments made after pursuant to Section 7.06(l), not to exceed the Initial Closing Date to sum of (1) the Borrower in exchange for Qualified Equity Interests greater of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, $15,000,000 and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amend, modify or change in any manner materially adverse to the interests 2.00% of the Lenders, taken as a wholeTotal Assets, in their capacity as such, any term or condition each case determined at the time of any Junior Debt Documents without such payment plus (2) if the consent of Senior Secured Leverage Ratio for the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide most recently ended Test Period immediately preceding such prepayment, redemption, purchase purchase, defeasance or other satisfaction payment calculated on a pro forma basis for such prepayment, redemption, purchase, defeasance or other payment in accordance with Section 1.07 does not exceed 3.25 to 1.0 on a pro forma basis, the Available Amount at such time or (ii) make any payment in violation of any subordination terms of the documentation governing any Junior Debt (or any portion thereof) in any manner that complies with this covenantFinancing.

Prepayments, Etc. of Indebtedness. (a) Optionally The Parent, any Intermediate Holdco and the Borrower will not, and will not permit any of its Restricted Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under shall be permitted) any such Junior Debt Documents and mandatory prepayments Financing or make any payment in respect violation of the Senior Unsecured Notes shall not be prohibited by this clause)any subordination terms of any Junior Financing, except for (i) prepayments, redemptions, purchases, defeasances or other satisfactions of Junior Financing initially incurred by an Acquired Entity or Business, as part of the refinancing thereof transactions consummated in connection with the acquisition of such entity or business or with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Permitted Refinancing Indebtedness (to the extent in respect of such Indebtedness constitutes a Permitted Refinancing)Junior Financing, (ii) prepayments, redemptions, purchases, defeasances or other satisfactions of Junior Financing with the Net Cash Proceeds of any Permitted Refinancing Indebtedness in respect of such Junior Financing, (iii) prepayments, redemptions, purchases, defeasances or other satisfactions of Junior Financing in anticipation of a sinking fund obligation, principal installment or final maturity, in each case, within one year of the due date of such sinking fund obligation, principal installment or final maturity, (iv) payments upon the conversion thereof of any Junior Financing to cash or Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent companyBorrower, (v) if no Event of Default has occurred and is continuing or would arise after giving effect thereto, prepayments, redemptions, purchases, defeasances and other satisfactions of any Junior Financing in an aggregate amount not to exceed the Available Amount; provided that in the case of this clause (iii), at the time of such payment, the Consolidated Net Total Leverage Ratio on a Pro Forma Basis, as of the last day of the most recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Sections 5.01(a) or (b) of this Agreement (or, prior to the initial delivery under this Agreement, Section 6.1 of the Amended and Restated Credit Agreement), would be no greater than 5.00 to 1.00, (vi) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount satisfactions of any Junior Financing if at the time made not to exceed of such payment, (A) on a Pro Forma Basis the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA Net Total Leverage Ratio as of the last day of the most recently ended Test Period plus recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Sections 5.01(a) or (b) of this Agreement (or, prior to the initial delivery under this Agreement, Section 6.1 of the Amended and Restated Credit Agreement) would not exceed 2.75 to 1.00 and (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have has occurred and be is continuing or would result therefrom), arise after giving effect thereto and (ivvii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other paymentssatisfactions of any Junior Financing, when combined with the amount of Restricted Payments made pursuant to Section 6.04(d), in an amount not to exceed the greater of (ix) no Event of Default shall have occurred and be continuing or would result therefrom $87,500,000 and (iiy) the Total Leverage Ratio as 17.5% of the end of Consolidated EBITDA for the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof four full fiscal quarter period ending immediately prior to their scheduled maturity as part such date for which financial statements have been delivered pursuant to Sections 5.01(a) or (b) of an applicable high yield discount obligation catch-up paymentthis Agreement (or, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests initial delivery under this Agreement, Section 6.1 of the Borrower, such contributions are utilized, except to the extent utilized Amended and Restated Credit Agreement) in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretofiscal year. (b) AmendThe Borrower will not, and will not permit any of its Restricted Subsidiaries to, amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantFinancing.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments shall be permitted) the Senior Subordinated Notes, any subordinated Indebtedness incurred under Section 7.03(h) or any such Junior Debt Documents and mandatory prepayments in respect other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Senior Unsecured Notes shall not be prohibited by this clause)Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Refinancing thereof, (ii) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower or Holdings (or any direct or indirect parent companythereof), (iii) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary to the extent permitted by the Collateral Documents, (iv) prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount at the time of (1) Restricted Payments made pursuant to Section 7.06(h) and (2) loans and advances made pursuant to Section 7.02(m) then outstanding, not to exceed the sum of (A) $50,000,000 (such amount to be increased to $65,000,000 if the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA Total Leverage Ratio as of the last day of the most recently ended any Test Period is less than 4.5 to 1.0) plus (B) the Available Amount Cumulative Growth Amount, (provided that, at the time of any such payment, with respect to any v) prepayments, redemptions, purchases, defeasances and other payments made utilizing in respect of Junior Financings prior to their scheduled maturity from the Available AmountNet Cash Proceeds of Permitted Unsecured Indebtedness permitted to be incurred under Section 7.03(v) so long as the Total Leverage Ratio would not be greater than 4.75 to 1.0 after giving Pro Forma Effect to such prepayments, no Specified Event redemptions, purchases, defeasances and other payments, the incurrence of Default shall such Indebtedness and any other application of proceeds thereof as of the last day of the most recent Test Period for which financial statements have occurred and be continuing been delivered under Section 6.01(a) or would result therefrom(b), as applicable and, (ivvi) other prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity from the Net Cash Proceeds of Indebtedness secured by the assets of any Loan Party which Indebtedness is permitted to be incurred under Section 7.037.03, so long as (A) the Senior Secured Leverage Ratio (provided that, that for the purpose of calculating the Senior Secured Leverage Ratio Consolidated Senior Secured Debt shall be calculated net of unrestricted cash and Cash Equivalents as contemplated by clause (b) of the definition of “Consolidated Total Debt,” without duplication of any amounts already deducted in arriving at the time of such Consolidated Senior Secured Debt) would not be greater than 2.8 to 1.0 after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances or and other payments, the incurrence of such Indebtedness and any other application of proceeds thereof as of the last day of the most recent Test Period for which financial statements have been delivered under Section 6.01(a) or (i) no Event of Default shall have occurred and be continuing or would result therefrom and b), as applicable, (iiB) the Total Leverage Ratio would not be greater than 4.75 to 1.0 after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments, the incurrence of such Indebtedness and any other application of proceeds thereof as of the end last day of the most recently ended recent Test PeriodPeriod for which financial statements have been delivered under Section 6.01(a) or (b), on a as applicable, and (C) the amount of Loans available for Borrowing under the Revolving Credit Facilities plus the aggregate amount of unrestricted cash and unrestricted Cash Equivalents is no less than $125,000,000 after giving Pro Forma BasisEffect to such prepayments, would be no greater than 3.50:1.00redemptions, purchases, defeasances and other payments, the incurrence of such Indebtedness and any other application of proceeds thereof as of the last day of the most recent Test Period for which financial statements have been delivered under Section 6.01(a) or (b), as applicable and (vvii) other prepayments, redemptions, purchases, defeasances and other payments thereof in respect of the Senior Subordinated Notes prior to their scheduled maturity maturity, so long as part of an applicable high yield discount obligation catch-up payment, (viA) other no Default shall have occurred and be continuing or shall result therefrom and (B) the Total Leverage Ratio would not be greater than 5.0 to 1.0 after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments payments, the incurrence of any Indebtedness in connection therewith and any other application of proceeds thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests as of the Borrower, such contributions are utilized, except to last day of the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted most recent Test Period for which financial statements have been delivered under Section 7.036.01(a) or (b), subject to the subordination provisions applicable theretoas applicable. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents Financing Documentation without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantArrangersAdministrative Agent.

Prepayments, Etc. of Indebtedness. (a) Optionally None of Holdings, the Borrower or any of the Restricted Subsidiaries shall voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under principal shall be permitted) any such Junior Debt Documents and mandatory prepayments in respect of the Financing or Senior Unsecured Notes shall not be prohibited by this clause)Notes, except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes constituting a Permitted Refinancing; provided that if such Indebtedness was originally incurred under Section 7.03(g), such Permitted Refinancing is permitted pursuant to Section 7.03(g), (ii) the conversion thereof of any Junior Financing or Senior Notes to Equity Interests (other than Disqualified Equity Interests) of the Borrower Holdings or any parent companyof its direct or indirect parents, (iii) voluntary prepayments, redemptions, purchases, defeasances and other payments thereof satisfaction in respect of Junior Financings or Senior Notes prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $165,000,000 and 50,000,000 minus (y) 30% the aggregate amount of Consolidated EBITDA Restricted Payments made pursuant to Section 7.06(f), and (iv) if the Total Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period plus for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (B) b), as applicable (or, if no Test Period has passed, as of the Available Amount (provided thatlast four quarters ended), at as if such prepayment, redemption, purchase, defeasance or other satisfaction in respect of Junior Financings or Senior Notes had been made on the time last day of any such paymentfour quarter period, with respect is less than or equal to any 3.50 to 1.00, voluntary prepayments, redemptions, purchases, defeasances and other payments satisfaction in respect of Junior Financings or Senior Notes are permitted prior to their scheduled maturity in an aggregate amount not to exceed the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided, however, that notwithstanding any of the foregoing (i) no payment shall be made utilizing the Available Amountin violation of any subordination terms of any Junior Financing Documentation, and (ii) no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other voluntary prepayments, redemptions, purchases, defeasances and other payments thereof satisfaction in respect of Junior Financings or Senior Notes shall be made prior to their scheduled maturity (provided thatpursuant to Section 7.12(a)(iv) if the Senior Secured Leverage Ratio, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio determined on a Pro Forma Basis as of the end last day of the most recently ended Test PeriodPeriod for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), on a Pro Forma Basisas applicable (or, if no Test Period has passed, as of the last four quarters ended), would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior 2.75 to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto1.00. (b) AmendNone of Holdings, the Borrower or any of the Restricted Subsidiaries shall, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any material term or condition of any Junior Debt Documents Financing Documentation without the consent of the Required Lenders Administrative Agent (which consent shall not to be unreasonably withheld withheld, conditioned or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayMake any Restricted Debt Payments (whether in cash, redeem, purchase, defease securities or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess other property) of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments or in respect of the Senior Unsecured Notes shall not be prohibited by this clauseTerm Debt Obligations, any Junior Financing, any Indebtedness incurred pursuant to Section 7.03(o) or any Permitted Refinancing of any thereof (collectively, the “Restricted Debt”), except for except: (i) Restricted Debt Payments in the refinancing thereof with the Net Cash Proceeds form of any Equity Interest (Interests other than Disqualified Equity InterestsInterests (so long as no Change of Control would result therefrom) of Holdings or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)any Intermediate Holding Company, (ii) the conversion thereof of such Restricted Debt to Equity Interests (other than Disqualified Equity Interests) of the Borrower Holdings or any parent company, Intermediate Holding Company (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as long as no Change in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or Control would result therefrom), ; (ii) payments of principal as and when due in respect of any Restricted Debt (subject to applicable subordination provisions relating thereto); (iii) Restricted Debt Payments with the net proceeds of any Permitted Equity Issuances (other than Specified Equity Contributions) for the purpose of making such payment or prepayment; (iv) Restricted Debt Payments from any Permitted Refinancing thereof (which, for the avoidance of doubt, shall include prepayment of the Senior Secured Bridge Loans out of the proceeds of the issuance or incurrence, as applicable, of other prepaymentsTerm Debt Obligations); and (v) other Restricted Debt Payments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, so long as (i) no Event of Default shall have occurred and be continuing then exists or would arise as a result therefrom of the making of such payment and (ii) both immediately prior to and after giving effect to the Total Leverage Ratio as making of such payment, the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretoExcess Availability Condition has been satisfied. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents Financing Documentation without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantAdministrative Agent.

Prepayments, Etc. of Indebtedness. (a) Optionally The Borrower will not, and will not permit any of its Restricted Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under shall be permitted) any such Junior Debt Documents and mandatory prepayments Financing or make any payment in respect violation of the Senior Unsecured Notes shall not be prohibited by this clause)any subordination terms of any Junior Financing, except for (i) prepayments, redemptions, purchases, defeasances or other satisfactions of Junior Financing as part of the refinancing thereof Target Refinancing (or, in the case of Junior Financing initially incurred by an Acquired Entity or Business, as part of the transactions consummated in connection with the acquisition of such entity or business) or with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Permitted Refinancing Indebtedness (to the extent in respect of such Indebtedness constitutes a Permitted Refinancing)Junior Financing, (ii) payments upon the conversion thereof of any Junior Financing to cash or Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent companyBorrower, (iii) so long as no Event of Default has occurred and is continuing or would arise after giving effect thereto, prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in respect of any Junior Financing in an aggregate amount at the time made not to exceed the sum of (A) $60,000,000 less any amounts used to make Restricted Payments pursuant to Section 6.04(g)(x) plus (B) the greater ofAvailable Amount; provided that in the case of clause (iii)(B), at the time madeTotal Net Leverage Ratio on a Pro Forma Basis, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (Bb) of this Agreement (or, prior to the Available Amount (provided thatinitial delivery under this Agreement, at of the time of any such paymentOriginal Credit Agreement), with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, would be no Specified Event of Default shall have occurred and be continuing or would result therefrom)greater than 4.00:1.00, (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event satisfaction of Default shall have occurred and be continuing or would result therefrom and (ii) any Junior Financing so long as on a Pro Forma Basis the Total Net Leverage Ratio as of the end last day of the most recently ended Test Periodrecent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) of this Agreement (or, on a Pro Forma Basisprior to the initial delivery under this Agreement, of the Original Credit Agreement) would be no greater than 3.50:1.00), not exceed 3.00 to 1.00 and (v) other prepayments, redemptions, purchases, defeasances and or other payments thereof prior satisfaction of any Junior Financing, when combined with the amount of Restricted Payments made pursuant to their scheduled maturity as part of an applicable high yield discount obligation catch-up paymentSection 6.04(d), (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal not to the aggregate exceed $60,000,000 in any fiscal year (with any unused amount of cash contributions made after such base amount available for use in the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretonext succeeding fiscal year). (b) AmendThe Borrower will not, and will not permit any of its Restricted Subsidiaries to, amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantFinancing.

Prepayments, Etc. of Indebtedness. (a) Optionally prepay(i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior any Indebtedness of a Loan Party permitted hereunder that is subordinated to the date that is one year prior to the scheduled maturity date thereof any Obligations expressly by its terms (collectively, “Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clauseFinancing”), except for (i) the refinancing thereof with the Net Cash Proceeds of of, or in exchange for, any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (Permitted Refinancing, to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) not required to prepay the Term Loan or the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent companyParent, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretoresults therefrom. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders or materially more burdensome to any Loan Party any term or condition of any Junior Debt Documents Financing Documentation or any other Indebtedness of a Loan Party that is subordinated to the Obligations expressly by its terms without the consent of the Required Lenders Administrative Agent. (not c) Make any earn-out or similar payment related to be unreasonably withheld a Permitted Acquisition or delayedother permitted acquisition or Investment (including the Kecy Acquisition, the Thixoforming Acquisition and the ATC Acquisition), and excluding other than any such amendment payment made solely in Qualified Equity Interests of the Borrower and other than any such payment satisfying the following conditions: (i) immediately prior to and after giving effect thereto, no Default or modification that Event of Default shall have occurred and be continuing or would result therefrom; (ii) (A) the Parent and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 7.14 on a Pro Forma Basis after giving effect to such payment as of the last day of the fiscal quarter most recently ended, (B) the Total Leverage Ratio shall be lower than the lesser of (1) 3.50:1.00 and (2) the maximum ratio permitted by Section 7.14(b) at such time, adjusted by reducing the numerator of such ratio by 0.50, on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended and the Senior Leverage Ratio shall be lower than the lesser of (1) 2.50:1.00 and (2) the maximum ratio permitted by Section 7.14(c) at such time, adjusted by reducing the numerator of such ratio by 0.50, on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended, and (C) the Parent shall have delivered to the Administrative Agent a Compliance Certificate evidencing in reasonable detail compliance with the financial covenants and ratios described in subclauses (A) and (B) of this clause (ii) and such Compliance Certificate, including the calculations set forth therein, shall be reasonably acceptable to the Administrative Agent; and (iii) after giving effect to such payment, the sum of (i) the aggregate amount of unrestricted cash and cash equivalents held by the Loan Parties and their Subsidiaries plus (ii) the Availability in respect of the Revolving Commitments shall not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more less than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant$10,000,000.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Subordinated Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest interest, AHYDO payments and “AHYDO” payments mandatory prepayments under any such Junior Subordinated Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with with, or the Net Cash Proceeds exchange thereof for, of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower or any parent companyof its direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, of (x) $165,000,000 799,400,000 and (y) 3035% of Consolidated EBITDA as of the last day of Parent Borrower for the most recently ended Test Period calculated on a Pro Forma Basis, plus (B) the Available Amount Amount, (provided that, that (x) at the time of any such paymentprepayment, with respect to any prepaymentsredemption, redemptionspurchase, purchases, defeasances defeasance and other payments made utilizing payment in reliance on clause (b) of the definition of “Available Amount, ,” no Specified Event of Default shall have occurred and be continuing or would result therefrom, and (y) of any such prepayment, redemption, purchase, defeasance and other payment in reliance on the Available Amount, on a Pro Forma Basis the Parent Borrower would be able to incur $1.00 pursuant to Section 7.03(r)(C)), plus (C) without duplication, the Excluded Contribution Amount, at the time of any such prepayment, redemption, purchase, defeasance and other payment in reliance on the definition of “Excluded Contribution Amount,” no Specified Event of Default shall have occurred and be continuing or would result therefrom and (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (ix) no Event of Default shall have has occurred and be is continuing or would result therefrom and (iiy) the Total Leverage Ratio of the Parent Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.004.30:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) Optionally The Borrower will not, and will not permit any of its Restricted Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under shall be permitted) any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause)Specified Indebtedness, except for (i) the refinancing thereof of Specified Indebtedness with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Permitted Refinancing Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)in respect thereof, (ii) the conversion thereof of any Specified Indebtedness to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent companyBorrower, and (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (in respect of Specified Indebtedness; provided that, that at the time of such prepayments, redemptions, purchases, defeasances or other payments, any payment and after giving effect thereto (ia) no Event of Default shall have occurred and be continuing or would result therefrom the Applicable Transaction Conditions are satisfied and (iib) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, (x) the Consolidated Secured Leverage Ratio would be no equal to or less than 2.00 to 1.00, (y) the Consolidated Secured Leverage Ratio would be equal to or less than 2.50 to 1.00 but greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior 2.00 to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to 1.00; provided that the aggregate amount of cash contributions such payments made after the Initial Closing Date pursuant to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase this clause (y) shall not exceed the Available Amount, are or (z) the Consolidated Secured Leverage Ratio would be equal to or less than 2.75 to 1.00 but greater than 2.50 to 1.00; provided that the aggregate amount of such payments made in connection with the Spin-Off or constitute a Cure Amount and pursuant to this clause (viiz) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretoshall not exceed $10,000,000. (b) AmendThe Borrower will not, and will not permit any of its Restricted Subsidiaries to, amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantSpecified Indebtedness.

Prepayments, Etc. of Indebtedness. (a) Optionally prepay(i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled principal, interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments shall be permitted) any Indebtedness that is subordinated in respect right of payment to the Senior Unsecured Notes shall not be prohibited Obligations expressly by this clauseits terms (other than Indebtedness among the Borrower and its Restricted Subsidiaries) (collectively, “Junior Financing”), except for (iA) the refinancing thereof with the Net Cash Proceeds of of, or in exchange for, any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (Permitted Refinancing, to the extent such Indebtedness constitutes a Permitted Refinancingnot required to prepay any Loans pursuant to Section 2.03(b), (iiB) the conversion thereof 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 parent companyRestricted Subsidiary owed to Holdings, the Borrower or a Restricted Subsidiary or the prepayment of any other Junior Financing with the proceeds of any other Junior Financing otherwise permitted by Section 7.03, (iiiD) prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of Restricted Payments made pursuant to Section 7.06(m), not to exceed the greater of $75,000,000 and 30% of Adjusted EBITDA, in each case determined at the time made of such payment, (E) so long as no Event of Default has occurred and is continuing or would result therefrom, in an amount not to exceed (A) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any if positive) or (F) prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event in respect of Default shall have occurred and be continuing or would result therefrom), (iv) other Junior Financings prior to their scheduled maturity so long as immediately after giving effect to such prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing exists or would result therefrom and (ii) the Total Senior Secured Net Leverage Ratio as of the end of the most recently ended Test Period, calculated on a Pro Forma Basis, would be no greater Basis is less than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount or equal to the aggregate amount 2.00 to 1.00, and satisfaction of cash contributions made after the Initial Closing Date to such test shall be evidenced by a certificate from a Responsible Officer of the Borrower demonstrating such satisfaction calculated in exchange for Qualified Equity Interests reasonable detail or (ii) make any payment in violation of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretoterms of any Junior Financing Documentation. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, reasonably determined in their capacity as suchgood faith by the Borrower, any term or condition of any Junior Debt Documents Financing Documentation in respect of any Indebtedness having an aggregate outstanding principal amount in excess of the Threshold Amount (other than as a result of a Permitted Refinancing thereof) without the consent of the Required Lenders Administrative Agent (which consent shall not to be unreasonably withheld withheld, conditioned or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled principal and interest and shall be permitted) any unsecured Indebtedness or any Indebtedness secured by Liens ranking junior in priority to the Liens securing the Loan Obligations incurred under Section 7.02(m) (collectively, “AHYDO” payments under Junior Financing”) or make any such payment in violation of any subordination terms of any Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause)Financing Documentation, except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted RefinancingRefinancing Indebtedness incurred pursuant to Section 7.02(b), (d), (g) or (m)), to the extent not required to prepay any Term Loans pursuant to Section 2.05(b), (ii) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity InterestsStock) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of the Borrower or any parent companySubsidiary owing to the Borrower or any Subsidiary to the extent not prohibited by the subordination provisions contained in any Intercompany Note, (iiiiv) [reserved] and (v) so long as no Event of Default shall have occurred and be continuing after giving effect thereto, prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity in an aggregate amount at the time made not to exceed the sum of (A) the greater ofportion, at the time madeif any, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of Cumulative Credit on such date that the most recently ended Test Period Borrower elects to apply to this clause (a)(v) plus (B) the Available Amount greater of (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (ivI) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom $17,250,000 and (iiII) 2.3% of Total Assets if the Total Consolidated Net Leverage Ratio as of the end of the most recently ended Test Period, calculated on a Pro Forma Basis, would be no greater Basis is less than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount or equal to the aggregate amount of cash contributions made after the Initial Closing Date 5.50 to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto1.00. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantFinancing Documentation.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount Indebtedness, or make any payment in excess violation of the Threshold Amount any subordination terms of any Subordinated Indebtedness, except (it being understood that payments of a) regularly scheduled interest and “AHYDO” payments or mandatory repayments or redemptions of Permitted Indebtedness, (b) prepayments of Indebtedness under the Swedish Credit Facility, (c) voluntary prepayments, redemptions, purchases, defeasances or other satisfactions of Permitted Indebtedness (excluding on account of any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for Subordinated Indebtedness) as long as (i) no Default or Event of Default then exists or would arise as a result of entering into such transaction or the refinancing thereof with the Net Cash Proceeds making of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), payments and (ii) the Borrower has demonstrated to the reasonable satisfaction of the Administrative Agent that monthly average Excess Availability, as projected on a Pro Forma Basis for the 12 months following and after giving effect to such prepayment will be equal to or greater than $25.0 million, (d) any voluntary prepayments, redemptions, purchases, defeasances or other satisfactions of Permitted Indebtedness made with the proceeds of Permitted Refinancing Indebtedness, (e) the conversion thereof (or exchange) of any Indebtedness to Equity Interests (other than Disqualified Equity Interests) or Indebtedness of the Borrower Holdings or any parent companyof its direct or indirect parents, (iiif) voluntary prepayments, redemptions, purchases, defeasances and or other payments thereof prior to their scheduled maturity satisfactions of Permitted Indebtedness in an aggregate amount at the time made not to exceed the Available Amount at such time so long as (Ai) no Event of Default then exists or would arise as a result of entering into such transaction or the greater of, at the time made, (x) $165,000,000 making such payment and (yii) 30% of after giving effect to such prepayment, redemption, purchase, defeasance or other satisfaction on a Pro Forma Basis, the Consolidated EBITDA Fixed Charge Coverage Ratio would be at least 1.25:1.00 as of the last day of the most recently ended Test Period plus Fiscal Quarter and (Bg) the Available Amount prepayment of Indebtedness incurred pursuant to clauses (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefroma), (ivb) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (iig) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.​

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” AHYDO payments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower any Company or any parent companyits direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (A) in an aggregate amount, when aggregated with the amount of Restricted Payments made pursuant to Section 7.06(j) and any Investments outstanding pursuant to Section 7.02(bb), not to exceed $500,000,000 and (B) in an amount not to exceed the Available Amount (provided that at the time made not of any such prepayment, redemption, purchase, defeasance or other payment pursuant to exceed this clause (Aiii)(B), (1) no Default shall have occurred and be continuing or would result therefrom and (2) the greater of, at Fixed Charge Coverage Ratio of the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA Companies as of the last day of the most recently ended Test Period plus (Bis greater than 2.00:1.00) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other paymentspayments pursuant to this clause (iv), (ix) no Default or Event of Default shall have has occurred and be is continuing or would result therefrom and (iiy) the Total Leverage Ratio of the Companies as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.004.25:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest interest, AHYDO payments and “AHYDO” payments mandatory prepayments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause), ) except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent companyof its direct or indirect parents (or any Intermediate Holding Company), (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, of (x) $165,000,000 25,000,000 and (y) 3020% of Consolidated EBITDA as of the last day of Parents, the Borrower and the Restricted Subsidiaries for the most recently ended Test Period calculated on a Pro Forma Basis, plus (B) the Available Amount Amount, (provided that, that at the time of any such paymentprepayment, with respect to any prepaymentsredemption, redemptionspurchase, purchases, defeasances and defeasance or other payments made utilizing payment (x) in reliance on clause (b) of the definition of “Available Amount, ” no Specified Event of Default shall have occurred and be continuing or would result therefromtherefrom and (y) the Total Leverage Ratio of the Parents, the Borrower and the Restricted Subsidiaries as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 5.00:1.00), plus (C) the Excluded Contribution Amount, and (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (ix) no Default or Event of Default shall have has occurred and be is continuing or would result therefrom and (iiy) the Total Leverage Ratio of the Parents, the Borrower and the Restricted Subsidiaries as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest shall be permitted) any contractually subordinated Indebtedness (other than ordinary course intercompany Indebtedness and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of pursuant to the Dividend Distribution Note, so long as treated as a Restricted Payment), the Senior Unsecured Notes shall not be prohibited by this clause)Second Lien Debt, the Existing Notes, any Permanent Financing or any Permitted Refinancing thereof (such Indebtedness, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except for (i) the refinancing thereof with the Net Cash Proceeds net proceeds of any Equity Interest Indebtedness (other than Disqualified Equity Interestsnet of all Taxes, fees, costs and expenses incurred by the Company and its Restricted Subsidiaries with respect to such incurrence or issuance) or Indebtedness (to the extent such Indebtedness constitutes a Permitted RefinancingRefinancing and, if such Indebtedness was originally incurred under Section 7.03(l), is permitted pursuant to Section 7.03(l)), in each case to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion thereof of any Junior Financing to Qualified Equity Interests (other than Disqualified Equity Interests) of the Borrower Company or any direct or indirect parent companyof the Company, (iii) the prepayment, defeasance or discharge of Indebtedness under any Existing Notes with the proceeds of incurrence of Indebtedness on the Original Closing Date in connection with the Transactions, (iv) prepayment, defeasance or discharge of Indebtedness under the 2015 Notes, (v) the reduction of the maturity of the Senior Second Lien Extended Loans to June 20, 2015 (or, if such date is not a Business Day, the Business Day immediately preceding such date), and (vi) prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period 100,000,000 plus (B) if the Available Applicable Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default Availability Condition shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, been satisfied on a Pro Forma BasisBasis after giving effect to such prepayment, would be no greater than 3.50:1.00redemption, purchase, defeasance or other payment, with the portion, if any, of the Applicable Amount on the date of such payment that the Borrowers’ Agent elects to apply to this Section 7.13(a), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof such election to be specified in a written notice of a Company Financial Officer calculating in reasonable detail the amount of Applicable Amount immediately prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances such election and other payments the amount thereof prior elected to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretobe so applied. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents Financing Documentation without the consent of the Required Lenders Administrative Agent (which consent shall not to be unreasonably withheld or delayedwithheld). (c) Prior to September 27, and excluding any such amendment or modification that would not be prohibited 2009, reduce the aggregate commitments under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in Access Group Revolving Credit Facility from those outstanding on the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantAmendment Effective Date.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayMake any Restricted Debt Payments (whether in cash, redeemsecurities or other property) of any Additional Permitted Debt, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess Financing (other than the Subordinated Contribution Note), any Excluded Sale-Leaseback or any Permitted Refinancing of the Threshold Amount foregoing (it being understood that payments of regularly scheduled interest and collectively, the “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clauseRestricted Debt”), except for except: (i) Restricted Debt Payments in the refinancing thereof with the Net Cash Proceeds form of Equity Interests (so long as no Change of Control would result therefrom) of Holdings or any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Intermediate Holding Company, (ii) the conversion thereof of such Restricted Debt to Equity Interests (other than Disqualified Equity Interests) of the Borrower Holdings or any parent company, Intermediate Holding Company (as long as no Change of Control would result therefrom); (ii) payments of principal as and when due in respect of any Restricted Debt (subject to applicable subordination provisions relating thereto); (iii) prepayments, redemptions, purchases, defeasances Restricted Debt Payments with the Net Cash Proceeds of any Permitted Equity Issuances for the purpose of making such payment or prepayment; (iv) Restricted Debt Payments from any Permitted Refinancing thereof; (v) Restricted Debt Payments in respect of the Subordinated Captive Insurance Note so long as no Default then exists or would arise as a result of the making of such payment and other such payments thereof prior are not restricted by the subordination provisions thereof; and (vi) in addition to their scheduled maturity in an aggregate amount at the time made not to exceed foregoing Restricted Debt Payments: (A) the greater ofadditional Restricted Debt Payments, at the time made, so long as (x1) $165,000,000 no Default shall exist or would result therefrom and (y2) 30% the aggregate amount of Consolidated EBITDA such Restricted Debt Payments does not exceed an amount per fiscal year equal to $85,000,000, plus (aa) if Alternate Availability for each of the five days immediately preceding the making of such Restricted Debt Payment and on the date on which such Restricted Debt Payment is made (determined on each such relevant date on a pro forma basis by giving effect to any Loans made or Letters of Credit issued in connection with or in contemplation of such Restricted Debt Payment, the proceeds of which are to be applied to the payment of such Restricted Debt Payment), equals or exceeds the Trigger Amount, the Net Cash Proceeds of Permitted Equity Issuances (other than Specified Equity Contributions) that are Not Otherwise Applied, and (bb) if as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, the Consolidated Fixed Charge Coverage Ratio (calculated on a Pro Forma Basis) is at least 1.10 to 1.00, the Available Amount that is Not Otherwise Applied; and (B) additional Restricted Debt Payments, so long as (1) no Default shall exist or would result therefrom; (2) on the date such Restricted Debt Payment is made, Pro Forma Excess Availability shall equal or exceed 15.00% of the Loan Cap; (3) if, on the date such Restricted Debt Payment is made, Pro Forma Excess Availability is less than 17.50% of the Loan Cap, then the Consolidated Fixed Charge Coverage Ratio (calculated on a Pro Forma Basis as of the last day of the Test Period) shall be at least 1.10 to 1.00; and (4) the Chief Financial Officer or other financial officer of the Lead Borrower shall have executed and delivered a certificate to the Administrative Agent demonstrating in reasonable detail the satisfaction of each of the conditions set forth in this clause (B); (C) [reserved]; (D) additional Restricted Debt Payments in the form of payments of principal of Additional Permitted Debt (and any related payment of interest, fees, and expenses which are paid simultaneously) which constitutes senior, unsecured Indebtedness, so long as (1) no greater than 3.50:1.00)Default shall exist or would result therefrom; (2) Alternate Availability (determined on a pro forma basis by giving effect to such Restricted Debt Payment) equals or exceeds the Trigger Amount; and (3) until such time as (x) the Tranche A-1 Commitments have been terminated or have expired, and (vy) other prepaymentseither fixed assets are not eligible for inclusion in, redemptionsand are not included in, purchasesthe calculation of the Borrowing Base, defeasances or the amount of availability derived from Eligible Real Property and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount Eligible Rolling Stock is equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests or less than 15% of the BorrowerTranche A Borrowing Base, such contributions payment is made with Designated Funds; and (E) additional Restricted Debt Payments in the form of payments of principal of Additional Permitted Debt which constitutes senior, first-lien Indebtedness, so long as (1) until such time as (aa) the Tranche A-1 Commitments have been terminated or have expired and (bb) fixed assets are utilizedneither eligible for inclusion in, except nor included in, the calculation of the Borrowing Base, Alternate Availability (determined on a pro forma basis by giving effect to the extent utilized any Loans made or Letters of Credit issued in connection with or in contemplation of such Restricted Debt Payment), equals or exceeds the Trigger Amount or (2) at all other times, Alternate Availability (determined on a pro forma basis by giving effect to any other transaction permitted by Section 7.02, Section 7.03 Loans made or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made Letters of Credit issued in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepaymentsin contemplation of such Restricted Debt Payment), redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretoequals or exceeds $0.00. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Financing Documentation, any Additional Permitted Debt Documents or any documents relating to any Permitted Refinancing of the foregoing without the consent of the Required Administrative Agent; provided that amending, modifying or changing any Additional Permitted Debt Documents to secure the obligations with respect thereto with Liens on the Collateral which are permitted by Section 7.01(ee) hereof and, if applicable, subject to the terms of an Acceptable Intercreditor Agreement, shall not be deemed to be materially adverse to the interests of the Lenders. For the avoidance of doubt, any amendment, modification or change to any term or provision contained in any Additional Permitted Debt Document which directly or indirectly restricts, prohibits or otherwise limits the amount of secured Loans and secured Letters of Credit permitted to be incurred by the Borrowers and the Guarantors under this Agreement or any of the other Loan Documents, shall be deemed to be materially adverse to the interests of the Lenders (it being understood and agreed that the restrictions in the Additional Permitted Debt Documents evidencing any Senior Notes or in any other Additional Permitted Debt Documents which are no more restrictive than the restrictions in effect as of the Fifth Restatement Effective Date shall be deemed not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under materially adverse to the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one interests of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantLenders).

Prepayments, Etc. of Indebtedness. (a) Optionally prepayMake any Restricted Debt Payments (whether in cash, redeem, purchase, defease securities or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess other property) of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments or in respect of the Senior Unsecured Notes shall not be prohibited by this clauseNotes, any Permitted Additional Debt, any Junior Financing (other than the Subordinated Contribution Note), except for any Excluded Sale-Leaseback or any Permitted Refinancing of the foregoing (collectively, the “Restricted Debt”), except: (i) Restricted Debt Payments in the refinancing thereof with the Net Cash Proceeds form of Equity Interests (so long as no Change in Control would result therefrom) of Holdings or any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Intermediate Holding Company, (ii) the conversion thereof of such Restricted Debt to Equity Interests (other than Disqualified Equity Interests) of the Borrower Holdings or any parent company, Intermediate Holding Company (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as long as no Change in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or Control would result therefrom), ; (ii) payments of principal as and when due in respect of any Restricted Debt (subject to applicable subordination provisions relating thereto); (iii) Restricted Debt Payments with the Net Cash Proceeds of any Permitted Equity Issuances for the purpose of making such payment or prepayment; (iv) Restricted Debt Payments from any Permitted Refinancing thereof; (v) Restricted Debt Payments in respect of the Subordinated Captive Insurance Note so long as no Default then exists or would arise as a result of the making of such payment and such payments are not restricted by the subordination provisions thereof; and (vi) other prepaymentsRestricted Debt Payments, redemptionsso long as (A) no Default then exists or would arise as a result of the making of such payment, purchases, defeasances and other payments thereof (B) both immediately prior to their scheduled maturity (provided that, at and after giving effect to the time making of such prepaymentspayment, redemptions, purchases, defeasances or other payments, either (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii1) the Total Leverage Pro Forma Excess Availability Condition (Certain Covenants) has been satisfied with respect thereto and after giving effect to the making of such payment, the Consolidated Fixed Charge Coverage Ratio as of the end of the most recently ended Test Period, (calculated on a Pro Forma Basis) for the Test Period most recently ended prior to such payment, would be no greater than 3.50:1.00was at least 1.25 to 1.0; provided that for purposes of calculating the Consolidated Fixed Charge Coverage Ratio under this clause (1), payments being made hereunder shall be added to Debt Service Charges, or (v2) other prepaymentsthe Pro Forma Excess Availability Condition has been satisfied with respect thereto and after giving effect to the making of such payment, redemptions, purchases, defeasances and other payments thereof the Consolidated Fixed Charge Coverage Ratio (calculated on a Pro Forma Basis) for the Test Period most recently ended prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up such payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior was at least 1.25 to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto1.0. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Financing Documentation, any Senior Note Document, any Permitted Additional Debt Documents or any documents relating to any Permitted Refinancing of the foregoing without the consent of the Required Lenders (Administrative Agent; provided that amending, modifying or changing any Senior Note Documents, any Additional Permitted Debt Documents or any documents relating to any Permitted Refinancing of the foregoing to secure the obligations with respect thereto by Liens on the Collateral which are junior to the Liens securing the Obligations and subject to the Senior Note Intercreditor Agreement and/or a customary intercreditor agreement reasonably satisfactory to the Administrative Agent, to the extent such Liens are permitted by Section 7.01 hereof, shall not be deemed to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under materially adverse to the definition interests of “Permitted Refinancing” with respect to such Junior Debtthe Lenders. For purposes the avoidance of determining compliance with this Section 7.08doubt, any amendment, modification or change to any term or provision contained in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one any of the categories described aboveSenior Note Documents, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior any Additional Permitted Debt (Documents or any portion thereof) in documents relating to any manner that complies with Permitted Refinancing of the foregoing which directly or indirectly restricts, prohibits or otherwise limits the amount of secured Loans and secured Letters of Credit permitted to be incurred by the Borrowers and the Guarantors under this covenantAgreement or any of the other Loan Documents, shall be deemed to be materially adverse to the interests of the Lenders.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled principal (to the extent permitted hereunder) and interest and “AHYDO” payments under shall be permitted) any such Junior Debt Documents and mandatory prepayments Indebtedness for borrowed money of a Loan Party that is expressly by its terms subordinated to the Obligations in respect right of payment, (all of the Senior Unsecured Notes shall not be prohibited by this clause)foregoing items of Indebtedness, collectively, “Junior Financing”) except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b), (ii) the conversion thereof or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company, (iii) the prepayment of Indebtedness of any Borrower or any parent companySubsidiary to any Borrower or any Subsidiary to the extent permitted by the subordination provisions contained in the Intercompany Note, (iiiiv) prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time madeof (iA) $100,000,000 and (iiB ) 3.0% of Total Assets, (xv) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing in respect of the Available Amount, no Specified Event Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed the Cumulative Growth Amount immediately prior to the making of Default shall have occurred and be continuing or would result therefrom)such payment and, (ivvi) other additional prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in respect of the Junior Financings so long as (provided thatA) on a Pro Forma Basis, at the time of such prepayments, redemptions, purchases, defeasances or other payments, Total Net Leverage Ratio is no greater than 3.50:1.00 and (iB) no Event of Default shall have occurred and be continuing or would result therefrom and (iivii) (A) the Total Leverage Ratio as conversion or exchange of the end any Permitted Convertible Notes in accordance with their terms into or for shares of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, Company and the making of a payment of cash in lieu of fractional shares of the Company’s Qualified Equity Interests deliverable upon any such contributions are utilized, except to conversion or exchange and/or (B) the extent utilized delivery of cash in connection with any other transaction permitted conversion or exchange of Permitted Convertible Notes in accordance with their terms in an aggregate amount since the date of the indenture governing such Permitted Convertible Notes not to exceed the sum of (x) the principal amount of such Permitted Convertible Notes and (y) the amount of any payments received by Section 7.02, Section 7.03 the Company or Section 7.06, and except any of its Subsidiaries pursuant to the extent such cash contributions increase exercise, settlement, termination or unwind of any related Permitted Bond Hedge Transaction substantially concurrently with, or a commercially reasonable period of time before or after, the Available Amount, are made in connection with settlement date for the Spin-Off exchange or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among conversion of the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretorelevant Permitted Convertible Notes. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition (including any subordination provisions) of any Junior Debt Documents Financing Documentation in respect of any Junior Financing having an aggregate outstanding principal amount in excess of the Threshold Amount without the consent of the Required Lenders Administrative Agent (which consent shall not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest interest, AHYDO payments, customary payments of indemnitees and “AHYDO” payments expense reimbursements and mandatory prepayments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause), ) except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent companyBorrower, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, of (x) $165,000,000 25,000,000 and (y) 303.00% of Consolidated EBITDA as of the last day of Borrower and the Restricted Subsidiaries for the most recently ended Test Period calculated on a Pro Forma Basis, plus (B) the Available Amount Amount, (provided that, that at the time of any such paymentprepayment, with respect to any prepaymentsredemption, redemptionspurchase, purchases, defeasances and defeasance or other payments made utilizing payment in reliance on clause (b) of the definition of “Available Amount, ” (x) no Specified Event of Default shall have occurred and be continuing or would result therefromtherefrom and (y) the Consolidated Total Net Leverage Ratio of the Borrower and the Restricted Subsidiaries as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.25:1.00), (iv) payments in respect of any Seller Note, so long as such payments are made concurrently with the expiration of such Seller Note, (v) payments made within one year of the maturity date of Junior Debt; provided that, no Event of Default shall exist or have occurred and be continuing after giving effect to such payment and (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (ix) no Event of Default shall have has occurred and be is continuing or would result therefrom and (iiy) the Consolidated Total Net Leverage Ratio of the Borrower and the Restricted Subsidiaries as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.002.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents or any Organization Document of any Loan Party, in each case without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.#95787455v10

Prepayments, Etc. of Indebtedness. (a) Optionally prepayMake any Restricted Debt Payments (whether in cash, redeem, purchase, defease securities or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess other property) of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments or in respect of any Junior Financing (other than the Senior Unsecured Notes shall not be prohibited by this clauseSubordinated Contribution Note) (collectively, the “Restricted Debt”), except for except: (i) Restricted Debt Payments in the refinancing thereof with the Net Cash Proceeds form of Equity Interests (so long as no Change in Control would result therefrom) of Holdings or any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Intermediate Holding Company, (ii) the conversion thereof of such Restricted Debt to Equity Interests (other than Disqualified Equity Interests) of Holdings or any Intermediate Holding Company (as long as no Change in Control would result therefrom); (ii) payments of principal as and when due in respect of any Restricted Debt; (iii) Restricted Debt Payments with the Net Cash Proceeds of any Permitted Equity Issuances for the purpose of making such payment or prepayment; (iv) Restricted Debt Payments from any Permitted Refinancing thereof; (v) Restricted Debt Payments in respect of the Subordinated Captive Insurance Note so long as no Default then exists or would arise as a result of the making of such payment and such payments are not restricted by the subordination provisions thereof; (vi) other Restricted Debt Payments, so long as (A) no Default then exists or would arise as a result of the making of such payment, and (B) the aggregate amount of such Restricted Debt Payments, when combined with the amount of Restricted Payments pursuant to Section 7.06(k), do not exceed (i) the sum of (x) $35,000,000 plus (y) if the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.90 to 1.00, the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this paragraph, and (ii) additional amounts if the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 4.00 to 1.00; and (vii) the prepayment of Indebtedness of Holdings, the Borrower or any parent companyRestricted Subsidiary to Holdings, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except or any Restricted Subsidiary to the extent utilized in connection with any other transaction permitted not prohibited by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents Financing Documentation or any documents relating to any Permitted Refinancing of the foregoing without the consent of the Required Lenders Administrative Agent (which consent shall not to be unreasonably withheld withheld, conditioned or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes, any Permitted Ratio Debt or any unsecured Specified Refinancing Debt or Senior Secured Notes shall not be prohibited by this clausethat are (pursuant to the definition thereof) unsecured (collectively, together with any Permitted Refinancing of the foregoing, “Junior Financing”), or make any payment in violation of any subordination terms of any Junior Financing Documentation, except for (i) a prepayment of Junior Financing made using the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 7.14(a)(i), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided that (A) immediately before and immediately after giving Pro Forma Effect to any such prepayment, no Default shall have occurred and be continuing; and (B) immediately after giving effect to any such prepayment, (x) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the Interest Coverage Ratio covenant set forth in Section 7.11 and with a maximum Total Leverage Ratio of 5.25:1, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such prepayment had been made as of the first day of the fiscal period covered thereby and evidenced by a certificate from the Chief Financial Officer of the Borrower demonstrating such compliance calculation in reasonable detail, and (y) at least $20,000,000 of the Revolving Credit Facility shall be available for the borrowing of Revolving Credit Loans, (ii) the refinancing thereof of the Senior Notes or any other Junior Financing with the Net Cash Proceeds of any Permitted Ratio Debt or of any Permitted Equity Interest (other than Disqualified Equity Interests) or Indebtedness (Issuance, in each case, to the extent such Indebtedness constitutes a Permitted Refinancingnot required to prepay any Loans or Facility pursuant to Section 2.05(b), (iiiii) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent company, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00)[reserved], (v) other prepaymentsthe prepayment of any Junior Financing or Permitted Refinancing thereof, redemptionsin an aggregate amount not to exceed (x) $10,000,000 plus (y) the amount, purchasesif any, defeasances that is then available for Restricted Payments pursuant to Section 7.06(f)(1) (as such amount may be reduced from time to time in accordance with the terms of such Section 7.06(f)(1)), and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal the redemption of the Discharged Existing Notes pursuant to the aggregate amount of cash contributions made after redemption notice referred to in the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 definition thereof; or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amendamend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Administrative Agent or the Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantFinancing Documentation.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled principal, interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments shall be permitted) any New Senior Notes, any Retained Existing Notes, any Permitted Additional Notes or any other Indebtedness (or guarantees in respect of thereof) that is subordinated to the Senior Unsecured Notes shall not be prohibited Obligations expressly by this clause)its terms (other than Indebtedness among the Parent Borrower and its Restricted Subsidiaries) (collectively, except for “Junior Financing”) except: (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (Permitted Refinancing, to the extent such Indebtedness constitutes a Permitted Refinancingnot required to prepay any Term Loans pursuant to Section 2.05(b), ; (ii) the refinancing thereof with the Net Cash Proceeds of any Specified Equity Contribution made substantially contemporaneously with such prepayment, redemption, purchase, defeasance or other satisfaction; (iii) prepayments and redemptions of Repurchased Existing Notes; (iv) on or after September 30, 2015, so long as no Default has occurred and is continuing, the Parent Borrower or a Restricted Subsidiary may redeem a portion of the New Senior Toggle Notes in an aggregate principal amount equal to the product of (x) $30,000,000 and (y) a fraction (which, for the avoidance of doubt, cannot exceed one), the numerator of which is the aggregate principal amount of such Indebtedness outstanding on such date for United States federal income tax purposes and the denominator of which is $1,500,000,000; (v) (a) beginning on the fifth anniversary of the date of issuance of the New Senior Notes, so long as no Default has occurred and is continuing, the Parent Borrower or a Restricted Subsidiary may make “AHYDO catch-up” payments on such Indebtedness; provided that, with respect to any New Senior Toggle Notes that are exchanged into new senior notes after the Amendment No.2 Effective Date in connection with a proposed exchange offer that the Parent Borrower has publicly announced prior to the Amendment No. 2 Effective Date (as such exchange offer may be amended in accordance with its terms) (such new senior notes, “LBO Exchange Notes”), Parent Borrower or a Restricted Subsidiary may make a cash payment to holders of New Senior Toggle Notes that are exchanging their New Senior Toggle Notes into LBO Exchange Notes, in an amount that does not exceed $70 for each $1,000 in principal amount of New Senior Toggle Notes that are tendered for exchange and accepted by the Parent Borrower, in lieu of the issuance of LBO Exchange Notes in the amount of such cash payment, and such payment may be made at the time of such exchange (regardless of whether such exchange occurs prior to the fifth anniversary of the date of issuance of the New Senior Notes) so long as an “AHYDO catch-up payment” had not previously been made on such New Senior Toggle Notes prior to such exchange and no Default has occurred or is continuing and (b) beginning on the fifth anniversary of the date of issuance of any LBO Exchange Notes, so long as no Default has occurred and is continuing, the Parent Borrower or a Restricted Subsidiary may make “AHYDO catch-up” payments on such Indebtedness; (vi) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower Parent or any parent company, of its direct or indirect parents; (iiivii) prepaymentsso long as no Default is continuing or would result therefrom, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount at the time of Restricted Payments made pursuant to Section 7.06(l), not to exceed the sum of (A1) the greater of, of $550,000,000 or 1.75% of Total Assets at the such time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B2) the Available Amount at such time; (provided thatviii) the Parent Borrower may redeem, at defease or discharge any AMFM Notes or Designated 2010 Retained Existing Notes not purchased pursuant to the time tender offers made in connection with the Debt Repayment; (ix) the Parent Borrower may prepay, redeem, purchase (including pursuant to an offer to purchase) the New Senior Notes with the proceeds of any asset disposition to the extent such paymentproceeds are (i) not required to be used to prepay the Term Loans in accordance with Section 2.05(b)(ii)(A) and are not used to voluntarily prepay the Term Loans in accordance with Section 2.05(a) and (ii) required to be so applied under the New Senior Notes Indenture; and (x) so long as (i) no Default is continuing or would result therefrom and (ii) no Tranche A Term Loans with a Maturity Date on or prior to January 30, with respect to any prepayments2016 shall be then outstanding, redemptions, purchases, defeasances and other payments made utilizing the Available Amountusing cash on hand in an aggregate amount not to exceed $200,000,000 in respect of Junior Financings with a final scheduled maturity on or before January 30, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof 2016 prior to their scheduled maturity (maturity; provided that, at the time of that such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default Junior Financings shall have occurred and be continuing or would retired as a result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretothereof. (b) Make any payment in violation of any subordination terms of any Junior Financing Documentation. (c) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents Financing Documentation, Existing Notes Indenture, the CCO Cash Management Arrangements, the CCU Notes or the CCO Intercompany Agreements, in each case without the consent of the Administrative Agent and the Required Lenders (not to be unreasonably withheld withheld); it being understood and agreed that any extension of the CCO Cash Management Arrangements, the CCU Notes or delayed)the CCO Intercompany Agreements, and excluding or any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, change in the event that a prepayment, redemption, purchase or other satisfaction interest rate on the CCU Notes approved by the Board of Junior Debt meets the criteria of more than one Directors of the categories described aboveParent Borrower, will be deemed not to be materially adverse to the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction interests of Junior Debt (or any portion thereof) in any manner that complies with this covenantthe Lenders.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest interest, AHYDO Payments, and “AHYDO” payments mandatory prepayments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent companyof its direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater ofof (x) $14,500,000 and (y) 25.0% of Consolidated EBITDA of the Borrower for the most recently ended Test Period (provided that, at the time madeof any payment of Junior Debt, (x) $165,000,000 and (y) 30% the Total Net Leverage Ratio of Consolidated EBITDA the Borrower as of the last day end of the most recently ended Test Period Period, on a Pro Forma Basis, would be no greater than 4.25:1.00) plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing amounts specified in clauses (a) or (b) of the definition of “Available Amount, ,” (I) no Specified Event of Default shall have occurred and be continuing or would result therefromtherefrom and (II) after giving effect thereto, the Total Net Leverage Ratio of the Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 4.80:1.00) minus (C) the amount of any Investments made pursuant to Section 7.02(t) in reliance of unused amounts allocated under this clause (iii)(A), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (ix) no Event of Default shall have has occurred and be is continuing or would result therefrom and (iiy) the Total Net Leverage Ratio of the Borrower as of the end last day of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.004.05:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized the proceeds of such contribution or issuance increase another basket in connection with any other transaction transactions permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions constitutes a Cure Amount; provided that such Equity Interests will not increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amend[reserved]. (c) Make any cash interest payments in respect of Permitted Convertible Indebtedness except for regularly scheduled semi-annual cash interest payments at the contractual interest rate set forth in the Convertible Notes as in effect on the Effective Date to the extent that, after giving pro forma effect to such payment no Event of Default shall have occurred and be continuing or would result therefrom. (d) Xxxxx, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, whole in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed)Administrative Agent, and excluding any such amendment or modification that would not be prohibited permitted under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantcovenant and may later divide and reclassify any prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) so long as the prepayment, redemption, purchase or other satisfaction of Junior Debt (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception or exceptions as of the date of such reclassification.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to manner, or make any payment in violation of any subordination terms of, any Indebtedness, except (a) the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess prepayment of the Threshold Amount Credit Extensions in accordance with the terms of this Agreement, (it being understood that payments of b) regularly scheduled interest and “AHYDO” payments under or required repayments, purchases or redemptions of Indebtedness set forth in Schedule 7.02 (except any such Junior Debt Documents repayment, purchase or redemption subject to Section 7.15(d) below) and mandatory prepayments refinancings and refundings of such Indebtedness in respect compliance with Section 7.02(d), (c) the consummation of the Senior Unsecured Notes shall not be prohibited by this clause)Tender Offer, except for (d) prepayment, purchase, redemption or defeasance of the Subordinated Notes, so long as (i) the refinancing thereof with the Net Cash Proceeds of immediately before and after giving effect to any Equity Interest (other than Disqualified Equity Interests) such prepayment, purchase, redemption or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent company, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time madedefeasance, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (iiy) the Total Leverage Ratio as Holdings and its Subsidiaries shall be in compliance with all of the end of the most recently ended Test Period, covenants set forth in Section 7.11 on a Pro Forma Basis, would as determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b), as applicable, (ii) no Term Loans shall be no applied to such prepayment, purchase, redemption or defeasance; (iii) if the Consolidated Leverage Ratio determined in accordance with the foregoing subclause (d)(i)(y) is greater than 3.50:1.003.50 to 1.0, no Excess Cash Flow shall be applied to such prepayment, purchase, redemption or defeasance (subject to the final proviso set forth in subclause (f) below), and (viv) other prepaymentsto the extent funded by the issuance of Indebtedness, redemptions, purchases, defeasances and other payments thereof prior such Indebtedness (A) shall be subordinate in all respects to their scheduled maturity as part of an applicable high yield discount obligation catch-up paymentthe Obligations on terms substantially the same or shall be unsecured Indebtedness, (viB) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in shall not increase the principal amount then owed under the Subordinated Notes (except by an amount equal to a reasonable premium paid, accrued but unpaid interest and reasonable fees and expenses incurred in connection therewith), (C) shall have the same obligor, (D) shall be subject to an equal or longer maturity as the Subordinated Notes and (E) if such Indebtedness is subordinate to the Obligations, otherwise shall be subject to material terms and conditions substantially no more restrictive than the Subordinated Notes Documents, (e) prepayments of Indebtedness permitted under Section 7.02(b), and (f) prepayments of Indebtedness permitted under Section 7.02(g), provided that any such prepayment shall be funded by (i) a refinancing permitted under Section 7.02(d), (ii) Loans under this Agreement or (iii) if the Consolidated Leverage Ratio calculated on a Pro Forma Basis, as determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b), as applicable, is less than or equal to 3.50 to 1.0, Excess Cash Flow (provided, however, that if such Consolidated Leverage Ratio is greater than 3.50 to 1.0 and subject to a dollar for dollar reduction in the Maximum Dividend Amount in accordance with Section 7.06(d), the Borrower may apply up to $25,000,000 of Excess Cash Flow in the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized (x) pay fees arising in connection with any other transaction permitted by Section 7.02an offer to repurchase the Subordinated Notes, Section 7.03 or Section 7.06, and except (y) purchase Subordinated Notes and/or (z) to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany prepay Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto7.02(g)). (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) Optionally The Borrower will not, and will not permit any of its Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under shall be permitted) any such Junior Debt Documents and mandatory prepayments Specified Indebtedness or make any payment in respect violation of the Senior Unsecured Notes shall not be prohibited by this clause)any subordination terms of any Specified Indebtedness, except for (i) the refinancing thereof of Specified Indebtedness with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Permitted Refinancing Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)in respect thereof, (ii) payments upon the conversion thereof of any Specified Indebtedness to cash or Equity Interests (other than Disqualified Equity Interests) of the Borrower or in accordance with its terms and the repurchase of any parent companySpecified Indebtedness required by the terms thereof, (iii) the prepayment of Indebtedness of the Borrower or any Subsidiary to the Borrower or any Subsidiary to the extent permitted by the Collateral Documents, (iv) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in respect of Specified Indebtedness in an aggregate amount at the time made not to exceed the sum of (A) $50,000,000 minus the greater of, at amount of Restricted Payments made pursuant to Section 6.04(g)(x) plus (B) the time madeAvailable Amount so long as no Event of Default has occurred and is continuing, (xv) $165,000,000 and (y) 30% the prepayments of Specified Indebtedness so long as on a Pro Forma Basis the Consolidated EBITDA Leverage Ratio as of the last day of the most recently ended Test Period plus recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) would not exceed 3.25 to 1.00, (Bvi) the Available Amount prepayments of subordinated and unsecured Indebtedness of non-Loan Parties, (provided thatvii) the prepayments of Specified Indebtedness of the Borrower or any Subsidiary made during a Covenant Suspension Period, at the time of any such payment, with respect to any prepayments(viii) repayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amountrequired as a result of any sale, no Specified Event lease, transfer or other Disposition of Default shall have occurred Property from Declined Proceeds, and be continuing or would result therefrom), (ivix) other prepaymentsrepayments, redemptions, purchasespurchase, defeasances and other payments thereof prior to their scheduled maturity in respect of the Cash Convertible Notes, provided (provided that, at the time of a) such prepaymentsrepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchasespurchase, defeasances and other payments thereof occur within the 12 months prior to their scheduled the final maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount Cash Convertible Notes and (viib) other prepayments, redemptions, purchases, defeasances no Default has occurred and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretois continuing on this Agreement. (b) AmendThe Borrower will not, and will not permit any of its Subsidiaries to, amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantSpecified Indebtedness.

Prepayments, Etc. of Indebtedness. (aa)(i) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled principal, interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of shall be permitted) the Senior Notes, the Senior Unsecured Exchange Notes, the Senior Unsecured Interim Loan Credit Agreements, the Senior Notes shall not be prohibited Indentures and the Senior Unsecured Exchange Notes Indentures, any Permitted Subordinated Notes or any Permitted Secured Debt or any other Indebtedness that is subordinated to the Obligations expressly by this clauseits terms (other than Indebtedness among the Parent Borrower and its Restricted Subsidiaries) (collectively, “Junior Financing”), except for (iA) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (iiB) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower or any parent companyof its direct or indirect parents, (iiiC) the prepayment of Indebtedness of the Parent Borrower or any Restricted Subsidiary owed to Holdings, the Parent Borrower or a Restricted Subsidiary or the prepayment of any Permitted Subordinated Notes issued by the Parent Borrower or any Restricted Subsidiary to Holdings, the Parent Borrower or any Restricted Subsidiary and the prepayment of any other Junior Financing with the proceeds of any other Junior Financing otherwise permitted by Section 7.03 and (D) prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of Restricted Payments made pursuant to Section 7.06(l) and the aggregate outstanding amount of Investments made pursuant to Section 7.02(o)(iii), not to exceed the sum of (1) the greater of $35,000,000 and 3.0% of Total Assets, in each case determined at the time made not to exceed (A) the greater ofof such payment, at the time made, (x) $165,000,000 and (y2) 30% of Consolidated EBITDA as of if the last day of Total Leverage Ratio for the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide immediately preceding such prepayment, redemption, purchase purchase, defeasance or other satisfaction payment calculated on a pro forma basis for such prepayment, redemption, purchase, defeasance or other payment in accordance with Section 1.07 does not exceed 4.25 to 1.0 on a pro forma basis, the Available Amount at such time or (ii) make any payment in violation of any subordination terms of any Junior Debt (or any portion thereof) in any manner that complies with this covenantFinancing Documentation.

Prepayments, Etc. of Indebtedness. (a) Optionally Parent will not, and will not permit any of its Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under shall be permitted) any such Junior Debt Documents and mandatory prepayments Specified Indebtedness or make any payment in respect violation of the Senior Unsecured Notes shall not be prohibited by this clause)any subordination terms of any Specified Indebtedness, except for (i) the refinancing thereof of Specified Indebtedness with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Permitted Refinancing Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)in respect thereof, (ii) the conversion thereof of any Specified Indebtedness to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent companyParent, (iii) the prepayment of Specified Indebtedness of Parent or any Subsidiary to Parent or any Subsidiary to the extent permitted by the Collateral Documents, (iv) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in respect of Specified Indebtedness in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, Available Amount so long as (x) $165,000,000 no Event of Default has occurred and is continuing and (y) 30% of Consolidated EBITDA after giving effect to such prepayment, on a Pro Forma Basis the Borrower would be in compliance with Section 6.09 as of the last day of the most recently ended Test Period plus recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) and (Bv) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, purchases or defeasances and other payments made utilizing the Available Amount, no of Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as Indebtedness out of the end net cash proceeds of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part sale of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except (other than a sale to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 Parent or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretoSubsidiary). (b) AmendParent will not, and will not permit any of its Subsidiaries to, amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantSpecified Indebtedness.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents and principal, interest, mandatory prepayments in respect of or Catch-Up Payments shall be permitted) the Senior Unsecured Subordinated Notes shall not be prohibited by this clause)or any Permitted Subordinated Notes (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (Permitted Refinancing, to the extent such Indebtedness constitutes a Permitted Refinancing)not required to prepay any Term Loans pursuant to Section 2.05(b) or the prepayment thereof with Retained Declined Proceeds, (ii) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent companyof its direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary owed to the Borrower or a Restricted Subsidiary or the prepayment of any Permitted Subordinated Notes issued by the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary and the prepayment of any other payments thereof prior to their scheduled maturity in an aggregate amount at Junior Financing with the time made not to exceed (A) the greater of, at the time madeproceeds of any other Junior Financing, (xiv) $165,000,000 and (y) 30% of Consolidated EBITDA so long as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances defeasances, loans, advances and other payments thereof prior to their scheduled maturity (provided that, at the time in respect of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof Junior Financings prior to their scheduled maturity in an amount equal to aggregate amount, together with the aggregate amount of cash contributions (1) Restricted Payments made after pursuant to Section 7.06(l) and (2) loans and advances to Holdings made pursuant to Section 7.02(o), not to exceed the Initial Closing Date greater of $35,000,000 and 3.5% of Total Assets, except that, if the Consolidated EBITDA to Consolidated Cash Interest Expense Ratio for the Borrower Test Period immediately preceding the prepayment, redemption, purchase, defeasance, loan, advance or other payment that results in exchange for Qualified Equity Interests of the Borrowersuch excess is not less than 2.00 to 1.00, such contributions are utilizedexcess prepayment, except to the extent utilized in connection with any redemption, purchase, defeasance, loan, advance or other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase payment may be made using the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount at such time and (viiv) any prepayment, redemption, purchase, defeasance, loan, advance or other prepaymentspayment of any Junior Financing if the Senior Secured Leverage Ratio (after giving effect to such prepayment, redemptionsredemption, purchasespurchase, defeasances and defeasance, loan, advance or other payments thereof prior payment on a Pro Forma Basis) is not greater than 3.0 to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto1.0. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents Financing Documentation or the Senior Subordinated Notes Indenture without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantArrangers.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Specified Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest interest, AHYDO payments and “AHYDO” payments mandatory prepayments under any such Junior Specified Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent companyof its direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof of any PPP Debt prior to their its scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount 5,200,000 (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), ) and (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (ix) no Default or Event of Default shall have has occurred and be is continuing or would result therefrom and (iiy) the Consolidated Total Leverage Ratio of the Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.002.00:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Specified Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed). (c) Amend, and excluding any such amendment modify or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08change, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantmaterially adverse to the interests of the Administrative Agent or the Lenders, the Consumer Warehouse Loan Documents without the prior written consent of the Required Lenders.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof manner, or make any Junior Debt with an outstanding principal amount payment in excess violation of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause)subordination terms of, except for any Indebtedness, except: (i) the refinancing thereof prepayment of the Revolving Loans in accordance with the Net Cash Proceeds terms of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), this Agreement and (ii) the conversion thereof to Equity Interests repayment and prepayment of Indebtedness under the Second Amended and Restated Credit Agreement in accordance with the terms of the Term Intercreditor Agreement; provided that the Borrower shall not make any voluntary prepayments under the Second Amended and Restated Credit Agreement (other than Disqualified Equity Interests) refinancings of the Borrower Second Amended and Restated Credit Agreement permitted under Section 7.02) unless the Prepayment Conditions are satisfied on a Pro Forma Basis immediately after giving effect to such prepayment; (b) regularly scheduled or required repayments, purchases or redemptions of Indebtedness set forth in Schedule 7.02 (except any parent companysuch repayment, purchase or redemption subject to Section 7.15(d) below) and refinancings and refundings of such Indebtedness and any Unsecured Term Loan Facility in compliance with Section 7.02(d) or Section 7.02(m), as applicable; (iiic) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed or satisfactions of Indebtedness permitted under Section 7.02(g); provided that (Ai) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other paymentssatisfactions are made on, or within sixty (i60) no Event days after, the date on which the Person owing such Indebtedness becomes a Subsidiary of Default shall have occurred and be continuing or would result therefrom the Borrower, and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior funds required to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide make such prepayment, redemption, purchase defeasance or other satisfaction of Junior Debt such Indebtedness are deposited with a trustee, escrow agent, paying agent or similar agent on the closing date of the Borrower’s acquisition of such Person, and such funds reduce, or are otherwise included as a portion of, the purchase price for such Person pursuant to the terms of the purchase and sale agreement governing such acquisition; (d) the prepayment, purchase, redemption or any portion thereofdefeasance of (i) the Second Lien Notes, (ii) other Indebtedness permitted to be incurred pursuant to Section 7.02(g) or 7.02(n), (iii) the Senior Notes, (iv) the Equipment Loans in an aggregate amount not to exceed $1,300,000 or (v) other Indebtedness (other than the Unsecured Term Loan Facility) in an aggregate amount not to exceed $5,000,000, in each case with (for the avoidance of doubt) such debt being permanently retired, so long as the Prepayment Conditions are satisfied on a Pro Forma Basis immediately after giving effect to such prepayment, purchase, redemption or defeasance; (e) prepayments of Indebtedness permitted under Section 7.02(b); (f) [Reserved]; (g) [Reserved]; and (h) prior to the refinancing in full of the initial Unsecured Term Loan Facility with Indebtedness incurred pursuant to Section 7.02(m), the prepayment, purchase, redemption, exchange or defeasance of the initial Unsecured Term Loan Facility in an aggregate amount not to exceed the principal amount thereof so long as the Unsecured Term Loan Prepayment Conditions are satisfied on a Pro Forma Basis immediately after giving effect to such prepayment, purchase, redemption, exchange or defeasance. Notwithstanding the foregoing clauses (a) through (h) of this Section 7.15, Holdings and the Borrower shall not, nor shall they permit any manner that complies Subsidiary to, directly or indirectly, make any payment in violation of the Intercreditor Agreement with this covenantrespect to any Indebtedness evidenced by the Second Lien Notes.

Prepayments, Etc. of Indebtedness. (a) Optionally (a) The Parent will not, and will not permit any Restricted Subsidiary to (i) (i) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to any Indebtedness (other than Permitted First Priority Indebtedness, Indebtedness under the date that is one year prior to Revolving Loan Credit Agreement and Ordinary Course Indebtedness) (collectively, together with any Permitted Refinancing of the scheduled maturity date thereof foregoing, “Junior Financing”), or make any payment in violation of any subordination terms of any Junior Debt with Financing Documentation, except (x) a prepayment of Junior Financing made at an outstanding principal amount aggregate price not in excess of the Threshold Available Amount on the date of such election that the Borrower elects to apply to this Section 10.07(a)(i), such election to be specified in a written notice of a Senior Officer of the Borrower calculating in reasonable detail the amount of Available Amount immediately prior to such election and the amount thereof elected to be so applied; provided that (it being understood that payments of regularly scheduled interest A) (A) immediately before and “AHYDO” payments under immediately after giving Pro Forma Effect to any such Junior Debt Documents prepayment, no Default or Event of Default shall have occurred and mandatory prepayments in respect be continuing; and (B) (B) immediately after giving effect to any such prepayment, the Senior SecuredFirst Lien Leverage Ratio determined on a Pro Forma Basis (including a pro forma application of the Senior Unsecured Notes shall not be prohibited by this clausenet proceeds therefrom), except as if such prepayment had occurred at the beginning of the most recent Test Period for which financial statements have been delivered pursuant to clause (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interestsa) or Indebtedness (b) of Section 9.01 shall be less than 3.23.75 :1.00, (y) a prepayment of Junior Financing provided that immediately after giving effect to such prepayment, the extent such Indebtedness constitutes Total Leverage Ratio determined on a Permitted RefinancingPro Forma Basis (including a pro forma application of the net proceeds therefrom), as if such prepayment had occurred at the beginning of the most recent Test Period for which financial statements have been delivered pursuant to clause (iia) or (b) of Section 9.01 shall be less than 2.50:1.00 and (yz) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower ); or any parent company, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amendamend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Administrative Agent or the Lenders any term or condition of any Junior Debt Documents without the consent Financing Documentation in respect of the Required Lenders any Junior Financing with a principal amount (not to be unreasonably withheld individually or delayed), and excluding when aggregated with any such amendment or modification other Junior Financing so affected as part of a related series of transactions) that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantexceeds $50,000,000.

Prepayments, Etc. of Indebtedness. (a) Optionally The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy or make any unscheduled payment, in each case, prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof (whether directly or indirectly), or make any Junior Debt with an outstanding principal amount payment in excess violation of the Threshold Amount any subordination terms of, any Indebtedness for borrowed money (it being understood that payments of regularly scheduled interest and “AHYDO” payments under other than any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clauseintercompany Indebtedness), except for the following: (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement; (b) required prepayments or redemptions of Indebtedness that is permitted by Section 7.03; (c) the prepayment, redemption, repurchase, defeasance, or other unscheduled payment of any Indebtedness that, as of the date hereof, has a final maturity date no later than the Term L/C Facility Term Loan Maturity Date; (d) the prepayment, redemption, repurchase, defeasance, or other unscheduled payment of any Indebtedness in connection with any refinancing, refunding, or exchange thereof permitted by Section 7.03; (e) any payment permitted pursuant to Section 7.02(j); (f) the prepayment, redemption, repurchase, defeasance, or other unscheduled payment of any Indebtedness that, as of the date hereof, has a final maturity date after the Term L/C Facility Term Loan Maturity Date made (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Exempt Proceeds, (ii) the conversion thereof to with Exempt Equity Interests (other than Disqualified Equity Interests) of the Borrower Proceeds or any parent company, (iii) prepayments, redemptions, purchases, defeasances with funds other than Exempt Proceeds and other payments thereof prior to their scheduled maturity Exempt Equity Proceeds in an aggregate amount at the time made not to exceed $150,000,000; (Ag) the greater of, at the time made, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase repurchase, defeasance, or other satisfaction of Junior Debt meets the criteria of more than one unscheduled payment of the categories described above, the Borrower shall, in its sole discretion, classify or divide 2003 Second Lien Notes; (h) any such prepayment, redemption, purchase purchase, defeasance, or other satisfaction unscheduled payment of any Indebtedness made with (i) Exempt Proceeds or (ii) Exempt Equity Proceeds; (i) Restricted Payments, and other payments which would, if made at the Stated Maturity of such Indebtedness, not constitute Restricted Payments, in respect of Indebtedness permitted pursuant to Sections 7.06(a)(iii) and 7.06(a)(iv); and (j) notwithstanding anything to the contrary in this Section 7.14, any such prepayment, redemption, purchase, defeasance, or other unscheduled payment made solely with the net proceeds of any Junior Debt (Indebtedness or the issuance of any Capital Stock by the Borrower or any portion thereof) in any manner that complies with this covenantof its Restricted Subsidiaries.

Prepayments, Etc. of Indebtedness. (a) Optionally The Borrower will not, and will not permit any of its Restricted Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under shall be permitted) any such Junior Debt Documents and mandatory prepayments Financing or make any payment in respect violation of the Senior Unsecured Notes shall not be prohibited by this clause)any subordination terms of any Junior Financing, except for (i) prepayments, redemptions, purchases, defeasances or other satisfactions of Junior Financing as part of the refinancing thereof Target Refinancing (or, in the case of Junior Financing initially incurred by an Acquired Entity or Business, as part of the transactions consummated in connection with the acquisition of such entity or business) or with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Permitted Refinancing Indebtedness (to the extent in respect of such Indebtedness constitutes a Permitted Refinancing)Junior Financing, (ii) payments upon the conversion thereof of any Junior Financing to cash or Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent companyBorrower, (iii) so long as no Event of Default has occurred and is continuing or would arise after giving effect thereto, prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in respect of any Junior Financing in an aggregate amount at the time made not to exceed the sum of (A) $125,000,000 less any amounts used to make Restricted Payments pursuant to Section 6.04(g)(x) plus (B) the greater ofAvailable Amount; provided that in the case of clause (iii)(B), at the time madeTotal Net Leverage Ratio on a Pro Forma Basis, (x) $165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (Bb) of this Agreement (or, prior to the Available Amount (provided thatinitial delivery under this Agreement, at of the time of any such paymentAmended and Restated Credit Agreement), with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, would be no Specified Event of Default shall have occurred and be continuing or would result therefrom)greater than 4.50:1.00, (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event satisfaction of Default shall have occurred and be continuing or would result therefrom and (ii) any Junior Financing so long as on a Pro Forma Basis the Total Net Leverage Ratio as of the end last day of the most recently ended Test Periodrecent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) of this Agreement (or, on a Pro Forma Basisprior to the initial delivery under this Agreement, of the Amended and Restated Credit Agreement) would be no greater than 3.50:1.00), not exceed 3.50 to 1.00 and (v) other prepayments, redemptions, purchases, defeasances and or other payments thereof prior satisfaction of any Junior Financing, when combined with the amount of Restricted Payments made pursuant to their scheduled maturity as part of an applicable high yield discount obligation catch-up paymentSection 6.04(d), (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal not to the aggregate exceed $125,000,000 in any fiscal year (with any unused amount of cash contributions made after such base amount available for use in the Initial Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretonext succeeding fiscal year). (b) AmendThe Borrower will not, and will not permit any of its Restricted Subsidiaries to, amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenantFinancing.