Common use of Prepayments, Etc Clause in Contracts

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt except (i) the payment or prepayment of any or all of the Obligations under the Loan Documents, (ii) the Capital Lease Amendment Payments, (iii) the Contingent Payments, and (iv) regularly scheduled or required repayments or redemptions of Surviving Debt, or amend, modify or change in any manner any term or condition of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii).

Prepayments, Etc. of DebtIndebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, manner (it being understood that payments of regularly scheduled interest shall be permitted) any Senior Notes (or any Permitted Senior Indebtedness that is a Permitted Refinancing thereof) or any Permitted Subordinated Indebtedness or make any payment in violation of any subordination terms ofof any Permitted Subordinated Indebtedness (collectively, “Restricted Prepayments”), except: (a) the refinancing thereof with the Net Cash Proceeds of (i) in the case of Permitted Subordinated Indebtedness, any Debt except issuance of Qualified Equity Interests or other Permitted Subordinated Indebtedness, and (ii) in the case of the Senior Notes (or any Permitted Senior Indebtedness that is a Permitted Refinancing thereof), any issuance of Qualified Equity Interests, Permitted Subordinated Indebtedness or other Permitted Senior Indebtedness; (b) the conversion of any Permitted Subordinated Indebtedness or any Senior Notes (or any Permitted Senior Indebtedness that is a Permitted Refinancing thereof) to Qualified Equity Interests; and (c) additional Restricted Prepayments; provided that (i) the payment or prepayment of any or all Borrowers would be in a Pro Forma Compliance with the covenants set forth in Section 7.10, in each case such compliance to be determined on the basis of the Obligations under financial information most recently delivered to the Loan Documents, Administrative Agent and the Lenders (either pursuant to Section 6.01(a) or 6.01(b) or in any subsequent delivery of financial information by the Company to the Administrative Agent prior to such Restricted Prepayments) and (ii) at the Capital Lease Amendment Paymentstime of any such Restricted Prepayment, no Event of Default shall have occurred and be continuing or would result therefrom (iiiand, in the case of any such prepayment, redemption or repurchase pursuant to this Section 7.11(c) the Contingent Payments, and (iv) regularly scheduled or required repayments or redemptions in respect of Surviving Debt, or amend, modify or change aggregate principal amounts exceeding $25,000,000 in any manner any term or condition of any Surviving Debtfiscal year, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have evidenced by a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any certificate from a Responsible Officer of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred Company demonstrating such compliance calculation in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viiireasonable detail).

Prepayments, Etc. of DebtIndebtedness. Prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the scheduled amortization or maturity due date thereof in any mannermanner (it being understood that payments of interest, fees, premiums, indemnification payments and expenses when due and mandatory prepayments shall be permitted) any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the Consolidated EBITDA of Holdings for the most recently ended Test Period or make any payment in violation of any subordination terms ofof any such Junior Indebtedness (collectively, any Debt except “Restricted Prepayments”), except: (a) the refinancing thereof with the net cash proceeds of (i) any issuance of Qualified Equity Interests of Holdings (or parent company thereof) to the payment extent not otherwise applied under this Agreement or prepayment of any constituting a Cure Amount or all of the Obligations under the Loan Documents, (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is subordinated in right of payment to the Capital Lease Amendment PaymentsObligations; (b) the conversion of any Junior Indebtedness to Qualified Equity Interests; (c) Restricted Prepayments in an amount not to exceed the Available Amount; provided that with respect to Restricted Prepayments made in reliance on the Growth Amount, (iiix) no Event of Default shall result therefrom and (y) the Contingent Payments, Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (ivy) regularly scheduled immediately after giving effect to such Restricted Prepayment, the Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis is less than or required repayments equal to 3.00:1.00; (f) Restricted Prepayments as part of an applicable high yield discount obligation catch-up payments; and (g) Restricted Prepayments with respect to intercompany Indebtedness owed to Holdings or redemptions of Surviving Debt, or amend, modify or change in any manner any term or condition of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Restricted Subsidiaries to do any of the foregoing other than to prepay any Debt payable permitted under Section 7.03, subject to the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)subordination provisions applicable thereto.

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt except (i) the payment or prepayment of any or all of the Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents in accordance with the terms thereof, (ii) subject to the Intercreditor and Subordination Agreement, the payment or prepayment of any or all of the Obligations under the Loan Documents, (iiiii) the Capital Lease Amendment Payments, (iiiiv) the Contingent Payments, (v) the payment or prepayment of any or all of the Obligations under the NTFC Capital Lease or the GECC Capital Lease in accordance with the terms thereof, and (ivvi) regularly scheduled or required repayments or redemptions of Surviving Debt, or amend, modify or change in any manner any term or condition of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iiiv) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing, Receivables Financing, Replacement Financing or Existing Debt Refinancing (and thereafter make any regularly scheduled or required repayment repayments or redemptions of Debt incurred in connection with any such Permitted Refinancing, Receivables Financing, Replacement Financing or Existing Debt Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders or, pursuant to Section 5.02(b)(viii5.02(b)(v)(B), in part.

Prepayments, Etc. of Debt. PrepayIndebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any mannermanner (it being understood that payments of regularly scheduled principal and interest shall be permitted), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms ofof any Junior Financing Documentation, any Debt except (i) the payment or prepayment refinancing thereof with the Net Proceeds of any or all of Indebtedness (to the Obligations extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the Loan Documentsextent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the Capital Lease Amendment Paymentsconversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the Contingent Paymentsprepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, and (iv) regularly prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), (w) $25,000,000 plus (x) so long as no Event of Default is continuing, the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than or required repayments equal to 2.00 to 1.00, plus (y) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or redemptions (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of Surviving Debtproperty or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is continuing or would result therefrom, unlimited prepayments of Junior Financing so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances and other payments of Junior Financing with 100% of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) and (vii) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtedness. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate Junior Financing Documentation without the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any consent of the foregoing other than to prepay any Debt payable to the Borrower Administrative Agent (which consent shall not be unreasonably withheld, conditioned or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viiidelayed).

Prepayments, Etc. of Debt. PrepayOF INDEBTEDNESS: (i) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt except Indebtedness owing by the Borrower or any of its Subsidiaries, other than the prepayment of: (iA) the payment Advances in accordance with the terms of this Agreement or prepayment of as the Required Lenders may otherwise agree, except for prepayments, redemptions, purchases or other satisfactions by the Borrower of, or as to, which lenders under the Intercreditor Agreement are not required to pay any or all amount to other lenders party thereto; (B) Indebtedness owing to the FCC; (C) Tranche Y of the Obligations Ericsson Loan Agreement, provided such prepayment is made in Common Stock of the Grandparent; (D) Tranche X of the Ericsson Loan Agreement pursuant to a refinance, refunding or replacement thereof incurred as Permitted Indebtedness pursuant to Section 9.1(a) and paragraph (a)(ii) of the definition of "Permitted Indebtedness"; or (E) Subordinated Indebtedness to the extent permitted under the Loan Documents, applicable Subordination Agreement and Section 9.1(e) above; or (ii) the Capital Lease Amendment Payments, (iii) the Contingent Payments, and (iv) regularly scheduled or required repayments or redemptions of Surviving Debt, or amend, modify or change in any manner any term or condition of any Surviving DebtSubordinated Indebtedness or any other Indebtedness secured by Liens in favor of the Collateral Agent, except for any amendmentamendments, modification or change of Surviving Debt (except as provided in any of clauses (i) through modifications and changes that the lenders party to the Intercreditor Agreement are permitted to enter into thereunder; (iii) above (If on any date any amount shall be due and owing hereunder and under any other Indebtedness of the Borrower or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to and the Borrower or another such Subsidiary does not pay in full all such amounts as are then due and owing) pay any such amounts except ratably, in accordance with the respective amounts then due and owing thereunder, and If the Borrower shall take any action in violation of this Section 9.1(q), it irrevocably authorizes each lender to it that is a party to the Parent; provided, that, notwithstanding the foregoing, the Parent and Intercreditor Agreement on its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter behalf to make any regularly scheduled or payment required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in Intercreditor Agreement and acknowledges that any amount so paid by any such other amount as is approved lender shall be deemed not to have been paid by the Required Lenders pursuant Borrower or such Subsidiary to Section 5.02(b)(viii).such lender;

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease defease, exchange or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt (each, a “prepayment”), except (i) the payment or prepayment of any or all the Advances in accordance with the terms of the Obligations under the Loan Documentsthis Agreement, (ii) the Capital Lease Amendment Paymentsmandatory prepayment of Debt under the Term Loan Facility in accordance with the terms thereof, (iii) the Contingent Paymentsrepayment of Debt under the Bridge Loan Facility with the proceeds of the issuance of the Senior Notes and the mandatory prepayment of Debt under the Bridge Loan Facility in accordance with the terms thereof, and (iv) after the consummation of the Merger, prepayment of any Debt of Elk or any of its Subsidiaries, (v) prepayment of the respective Debt with proceeds of a refinancing of such Debt permitted under Section 5.02(b), (vi) regularly scheduled or required repayments or redemptions of Surviving Debt, and (vii) so long as, in each case, both at the time of such payment and after giving pro forma effect thereto, (x) no Default or Event of Default shall have occurred and be continuing, and (y) after giving effect to such transaction, the Available Liquidity (as certified to the Administrative Agent by a Responsible Financial Officer of BMCA) shall equal or exceed (A) in the case of any prepayment of Debt owing to G-I Holdings or BMCA Holdings Corporation, $25,000,000 or (B) otherwise, the Specified Liquidity Amount, prepayment of any Debt (“Permitted Debt Repurchases”); or, if the Loan Parties, the Administrative Agent or the Lenders will be materially and adversely affected thereby, amend, modify or change in any material manner any term or condition of any Surviving Debt, except for any amendment, modification Debt or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Subordinated Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to the Borrower BMCA or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the other Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)Party.

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy or make any unscheduled payment, in each case, prior to the scheduled amortization or maturity thereof in any manner, whether directly or indirectly, or make any payment in violation of any subordination terms of, any Debt except (i) the payment Debt, [Deleted: or prepayment permit any of its Regulated Subsidiaries to do any or all of the Obligations under foregoing (other than prepay any Debt payable to the Loan Documents, (ii) the Capital Lease Amendment Payments, (iii) the Contingent Payments, and (iv) regularly scheduled or required repayments or redemptions of Surviving Debt, Borrower),] or amend, modify or change in any manner any material term or condition of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses other than (i) through prepayment of Debt outstanding under this Agreement, (ii) [Deleted: in the case of the Regulated Subsidiaries, prepayments of any Debt owed by such Regulated Subsidiary to another Regulated Subsidiary or the Borrower, (iii)] to the extent required to effectuate or resulting from any sale of Assets which is permitted under Section 5.02(e)[Deleted: , (iv) above in the case of MPC, prepayments of Debt outstanding under the MPC Credit Agreement, (v) in the case of WPPC, prepayments of Debt incurred pursuant to Section 5.02(b)(xix), and (vi) in the case of the Borrower and its Regulated Subsidiaries,] [Inserted: and (iii)] any other prepayment or otherwise in this Agreement) that redemption of Debt (A) could not reasonably which is refinanced and prepaid with the proceeds of Permitted Refinancing Debt permitted to be expected to have a Material Adverse Effectincurred under Section 5.02(b)(xvii), or (B) would not accelerate with a maturity date prior to the scheduled amortization Final Maturity Date; provided that, except where such prepayment or redemption is or is to be made with the proceeds of Permitted Refinancing Debt permitted to be incurred under Section 5.02(b)(xvii), after giving pro forma effect to such Surviving Debt prepayment or redemption the Liquidity Amount is equal to or greater than $275,000,000 and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any aggregate amount of the foregoing other Unused Commitments is equal to or greater than to prepay any Debt payable to the Borrower or another Subsidiary of the Parent$100,000,000[Deleted: ; provided, that, and provided further that notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter Borrower shall in no event make any regularly scheduled prepayment or required repayment or redemptions redemption of Debt incurred in connection with such Permitted Refinancingthe Convertible Bonds]. (n) To amend Section 5.02(m) of the Credit Agreement by inserting the text that appears below as bolded and (2) repay or refinance underlined text and deleting the Debt under the Loan Documents in full or in such other amount text that appears below as is approved by the Required Lenders pursuant to Section 5.02(b)(viii).struck through:

Prepayments, Etc. of DebtIndebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, manner (it being understood that payments of regularly scheduled interest shall be permitted) any Senior Notes (or any Permitted Senior Indebtedness that is a Permitted Refinancing thereof) or any Permitted Subordinated Indebtedness or make any payment in violation of any subordination terms ofof any Permitted Subordinated Indebtedness (collectively, any Debt except “Restricted Prepayments” ), except: (a) the refinancing thereof with the Net Cash Proceeds of (i) in the payment case of Permitted Subordinated Indebtedness, any issuance of Qualified Equity Interests or prepayment other Permitted Subordinated Indebtedness, and (ii) in the case of the Senior Notes (or any Permitted Senior Indebtedness that is a Permitted Refinancing thereof), any issuance of Qualified Equity Interests, Permitted Subordinated Indebtedness or other Permitted Senior Indebtedness; (b) the conversion of any Permitted Subordinated Indebtedness or all any Senior Notes (or any Permitted Senior Indebtedness that is a Permitted Refinancing thereof) to Qualified Equity Interests; (c) Restricted Prepayments out of the Obligations under Available Amount, provided that (i) on a Pro Forma Basis the Loan DocumentsLeverage Ratio for the Borrower’s most recently ended four full fiscal quarters for which financial statements have been delivered pursuant to paragraph (a) or (b) of Section 6.01 would be less than the Applicable Leverage Ratio, (ii) the Capital Lease Amendment PaymentsBorrower would be in compliance on a Pro Forma Basis with the covenant set forth in Section 7.09(b) as of the most recent test date for which financial statements have been delivered pursuant to paragraph (a) or (b) of Section 6.01, (iii) at the Contingent Paymentstime of any such payment, no Event of Default shall have occurred and be continuing or would result therefrom and (iv) regularly scheduled or required repayments or redemptions the Borrower has delivered to the Administrative Agent a certificate of Surviving Debta Financial Officer, or amendtogether with all relevant financial information reasonably requested by the Administrative Agent, modify or change demonstrating the calculation of such Available Amount; and (d) the Borrower may make additional Restricted Prepayments in any manner any an aggregate amount (when aggregated with the amount expended pursuant to Section 7.06(j)) not to exceed $20,000,000 during the term or condition of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except as this Agreement; provided in any of clauses that (i) through the Borrower would be in compliance on a Pro Forma Basis with the covenants set forth in Section 7.09 (a) and (b) as of the most recent test date for which financial statements have been delivered pursuant to paragraph (a) or (b) of Section 6.01, (ii) any such Restricted Prepayment made under this Section 7.10(d) will reduce the Available Amount by the amount of such Restricted Prepayment, and (iii) above at the time of any such payment, no Event of Default shall have occurred and be continuing or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)result therefrom.

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease defease, exchange or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt (each, a “prepayment”), except (i) the payment or prepayment of any or all of the Obligations advances under the Loan DocumentsRevolving Credit Facility in accordance with the terms thereof, (ii) the Capital Lease Amendment Paymentsprepayment of the Term Loan Advances in accordance with the terms of this Agreement, (iii) the Contingent Paymentsrepayment of Debt under the Bridge Loan with the proceeds of the issuance of the Senior Notes, and (iv) after the consummation of the Merger, prepayment of any Debt of Elk or any of its Subsidiaries, (v) prepayment of the respective Debt with proceeds of a refinancing of such Debt permitted under Section 5.02(b), (vi) regularly scheduled or required repayments or redemptions of Surviving Debt, (vii) mandatory prepayment of Debt under the Bridge Loan Facility in accordance with the terms thereof, (viii) prepayment of the respective Debt with proceeds of a refinancing of such Debt permitted under Section 5.02(b) and (ix) so long as, in each case, both at the time of such payment and after giving pro forma effect thereto, no Default or Event of Default shall have occurred and be continuing prepayment of Debt owing to G-I Holdings or BMCA Holdings in an aggregate maximum principal amount of $50,000,000; or, if the Loan Parties, the Administrative Agent or the Lenders will be materially and adversely affected thereby, amend, modify or change in any material manner any term or condition of any Surviving Debt, except for any amendment, modification Debt or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Subordinated Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to the Borrower BMCA or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the other Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)Party.

Prepayments, Etc. of Debt. PrepayIndebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any mannermanner (it being understood that (A) payments of regularly scheduled principal and interest and (B) except to the extent occurring within the period that constitutes the final 365 days before the Latest Maturity of the Initial Term Loans, any prepayment, redemption, purchase, defeasance or other retirement of Indebtedness made within one year of the final maturity of such Indebtedness shall be permitted), any Indebtedness (I) in excess of the Threshold Amount and (II) that is or is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents in right of payment to the Obligations (collectively, “Junior Financing”) or make any payment in violation of any subordination terms ofof any Junior Financing Documentation, any Debt except (i) the payment or prepayment refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), (q) or all of (s), is permitted pursuant to Section 7.03(g), (q) or (s)), to the Obligations under the Loan Documentsextent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the Capital Lease Amendment Paymentsconversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the Contingent Paymentsprepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, and (iv) regularly 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 sum of (1) Restricted Payments permitted pursuant to Section 7.06(h) that have not otherwise been made plus (2) the greater of $300,000,000 and 3.5% of Total Assets for the then most recently ended Test Period plus (3) the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph (provided that, solely in the case of any prepayments of Junior Financing made in reliance of clause (b) of the definition of the “Cumulative Credit”, no Event of Default under Sections 8.01(a) of (f) has occurred or required repayments is continuing), plus (4) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (4) or redemptions (ii) without duplication with clause (3), in an amount equal to the Net Proceeds from a Disposition in respect of Surviving Debtproperty or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied plus (5) so long as no Default or Event of Default is continuing or would result therefrom, unlimited prepayments of Junior Financing so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 4.75 to 1.00 and (v) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such Indebtedness. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate Junior Financing Documentation without the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any consent of the foregoing other than to prepay any Debt payable to the Borrower Administrative Agent (which consent shall not be unreasonably withheld, conditioned or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viiidelayed).

Prepayments, Etc. of Debt. . (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt except Debt, other than (iA) the payment or prepayment of any or all the Advances in accordance with the terms of the Obligations under the Loan Documentsthis Agreement, (ii) the Capital Lease Amendment Payments, (iii) the Contingent Payments, and (ivB) regularly scheduled or required repayments or redemptions of Surviving Debt, (C) in connection with any acquisition of a company or business pursuant to Section 5.02(f)(ix), the prepayment, redemption, purchase, defeasance or other satisfaction of existing Debt of such company or business to the extent required by the terms of such Debt and (D) the prepayment of any portion of the Subordinated Notes (including, without limitation, any premium thereon and expenses incurred in connection therewith) with a portion of the Net Cash Proceeds received by the Borrower from the IPO to the extent such Net Cash Proceeds are not required to be used to prepay Working Capital Advances in accordance with Section 2.06(b)(ii)(B) or (ii) amend, modify or change in any manner any term or condition of any Surviving Debt, except for any amendment, modification Debt or change of Surviving Subordinated Debt (except as provided in any manner that would impair in any material respect the value of clauses (i) through (iii) above the interests or otherwise rights of the Borrower or any of its Subsidiaries thereunder or that would impair in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate any material respect the scheduled amortization rights or interests of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debtany Agent or any Lender Party, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the other Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)Party.

Prepayments, Etc. of Debt. Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy in cash prior to the due date thereof the principal amount (excluding, for the avoidance of doubt, regularly scheduled amortization principal payments and payments of interest, premiums, fees, expense reimbursements and indemnification obligations) of any unsecured Indebtedness for borrowed money, any subordinated Indebtedness incurred under Section 7.03(g) or maturity thereof any other Indebtedness for borrowed money that is or is required to be subordinated or is incurred by a Restricted Subsidiary that is not a Guarantor, in right of payment or as to Collateral, to the Obligations pursuant to the terms of the Loan Documents in each case with an outstanding principal amount for any mannersuch Indebtedness (or series of related notes) in excess of $5,000,000 (excluding any such intercompany Indebtedness among the Borrower and the Restricted Subsidiaries) (collectively, “Junior Financing”) or make any payment in violation of any subordination terms ofof any Junior Financing Documentation, any Debt except (i) the payment or prepayment refinancing thereof with the Net Proceeds of any or all of Indebtedness (to the Obligations extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the Loan Documentsextent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the Capital Lease Amendment Paymentsconversion of any Junior Financing to, or exchange for, Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of the Borrower or any direct or indirect parent company of the Borrower, (iii) mandatory prepayments of any Permitted Second Priority Debt to the Contingent Paymentsextent declined by the Lenders hereunder or any Permitted Refinancing of Second Priority Debt, (iv) 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 sum of (x) $5,000,000 and (y) the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this paragraph, provided that the Cumulative Credit shall not be deemed available for purposes of this paragraph unless the Total Net Leverage Ratio calculated on a Pro Forma Basis after giving effect to such payments and the incurrence of any related Indebtedness (but without netting the proceeds of such Indebtedness) is less than or equal to 2.00 to 1.00 and no Event of Default has occurred and is continuing or would result therefrom, (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made using, without duplication of any other use of such basket, amounts available for Restricted Payments under Section 7.06(o), less any amounts applied to Investments permitted under Section 7.02(z), (vi) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity so long as (a) no Event of Default has occurred and is continuing or would result therefrom, (b) a Permitted SPAC Transaction has occurred or will occur concurrently with such payment, and (ivc) regularly scheduled the Total Net Leverage Ratio calculated on a Pro Forma Basis after giving effect to such payments is less than or required repayments or redemptions of Surviving Debt, or amend, modify or change in any manner any term or condition of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected equal to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt 1.50 to 1.00 and (Cvii) so long as no Event of Default exists or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings in an aggregate amount not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any exceed 100% of the foregoing other than Net Proceeds received by the Borrower subsequent to prepay any Debt payable to the consummation of a Permitted SPAC Transaction from the issue or sale of Qualified Equity Interests of the Borrower or another Subsidiary cash contributed to the capital of the Parent; providedBorrower to the extent such Net Proceeds or cash (a) are Not Otherwise Applied, that(b) do not constitute a Cure Amount, notwithstanding the foregoing, the Parent and its Subsidiaries may (1c) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred are not received in connection with such the consummation of the Permitted RefinancingSPAC Transaction, (d) are not contributed by a Loan Party or Restricted Subsidiary (other than contributions received by a Parent Company and contributed to Borrower), and (2e) repay have not been applied in reliance on Section 7.02(aa) or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii7.06(n).

Prepayments, Etc. of DebtIndebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, manner (it being understood that payments of regularly scheduled interest shall be permitted) any Permitted Subordinated Indebtedness or make any payment in violation of any subordination terms ofof any Permitted Subordinated Indebtedness, any Debt except (i) the payment or prepayment refinancing thereof with the Net Cash Proceeds of any Permitted Subordinated Indebtedness or all with the proceeds of the Obligations under the Loan Documentsany issuance of Equity Interests (other than Disqualified Equity Interests) of any Consolidated Company, (ii) the Capital Lease Amendment Payments, conversion of any Permitted Subordinated Indebtedness to Equity Interests (other than Disqualified Equity Interests) and (iii) so long as no Event of Default has occurred and is continuing or would result therefrom, prepayments, redemptions or repurchases of Permitted Subordinated Indebtedness if after giving effect to such prepayment, redemption or repurchase, the Contingent PaymentsLeverage Ratio, and calculated on a Pro Forma Basis, shall not be greater than 3.25:1 (iv) regularly scheduled or required repayments or redemptions of Surviving Debtand, or amend, modify or change in any manner any term or condition the case of any Surviving Debtsuch prepayment, except for any amendment, modification redemption or change of Surviving Debt (except as provided in any of clauses (i) through repurchase pursuant to this clause (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have respect of aggregate principal amounts exceeding $25,000,000 in any fiscal year, evidenced by a Material Adverse Effect, (B) would not accelerate the scheduled amortization certificate from a Responsible Officer of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred FNIS demonstrating such compliance calculation in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viiireasonable detail).

Prepayments, Etc. of Debt. Indebtedness; Amendments. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any mannermanner (i) to the extent it provides a guarantee thereof, any Senior Note, (ii) any Junior Lien Debt in excess of the Threshold Amount or make (iii) any Subordinated Debt in excess of the Threshold Amount (it being understood that, in each case of clauses (i) - (iii), (A) payments of regularly scheduled interest and mandatory prepayments shall be permitted, (B) any “AHYDO” payment for the purpose of causing such Indebtedness not to be treated as “applicable high yield discount obligation” within the meaning of Code Section 163(i) shall be permitted and (C) any prepayment, redemption, purchase, defease or other payment in violation anticipation of any subordination terms ofsatisfying final maturity due within one year of the date such prepayment, any Debt redemption, purchase, defease or other payment shall be permitted), except for (i) the payment or prepayment refinancing thereof with the proceeds of any or all of the Obligations under the Loan Documents, a Permitted Refinancing; (ii) the Capital Lease Amendment Payments, [Reserved]; (iii) the Contingent Payments, and [Reserved]; (iv) regularly scheduled or required repayments or redemptions of Surviving Debt, or [Reserved]; and (v) [Reserved]. (b) amend, modify or change in any manner any term or condition of any Surviving Debt, except Subordinated Debt Documents for any amendment, modification or change Subordinated Debt in excess of Surviving Debt (except as provided the Threshold Amount in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected manner materially adverse to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any interests of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)Lenders.

Prepayments, Etc. of DebtJunior Financing. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any mannermanner (it being understood that payments of regularly scheduled principal, or make interest and mandatory prepayments shall be permitted) any Indebtedness for borrowed money of a Loan Party that is subordinated in right of payment in violation to the Obligations expressly by its terms (for the avoidance of doubt, not including any Indebtedness incurred under the Revolving Credit Agreement) and any Permitted Refinancing of any subordination terms ofof the foregoing (each, any Debt a “Junior Financing”), except (i) the payment or prepayment of refinancing thereof with any or all of Indebtedness that constitutes a Permitted Refinancing, to the Obligations under the Loan Documentsextent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the Capital Lease Amendment Paymentsconversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the Contingent Paymentsprepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary, and subject to the subordination provisions applicable to such indebtedness, (iv) regularly prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled or required repayments or redemptions maturity in an aggregate amount not to exceed (x) the greater of Surviving Debt$100,000,000 and 21.0% of Consolidated EBITDA, or amend, modify or change in any manner any term or condition as determined at the time of such transaction (less the amount of any Surviving DebtRestricted Payments made in reliance on Section 7.06(g)(x)) plus (y) the Cumulative Credit at such time (provided, except for that with respect to any amendmentprepayment, modification redemption, purchase, defeasance or change other payment in respect of Surviving Debt Junior Financings made out of amounts under clause (except as provided in any of clauses (ia)(ii) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing other definition of “Cumulative Credit” pursuant to this clause (y), no Event of Default has occurred and is continuing or would result therefrom and the Consolidated Cash Interest Coverage Ratio calculated on a Pro Forma Basis is no less than to prepay any Debt payable to the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing2.00:1.00) and (2v) repay prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings, so long as immediately after giving effect to such prepayment, redemption, purchase, defeasance or refinance other payment, (x) no Event of Default has occurred and is continuing or would result therefrom and (y) the Debt under the Loan Documents in full or in such other amount as Total Net Leverage Ratio calculated on a Pro Forma Basis is approved by the Required Lenders pursuant to Section 5.02(b)(viii)no greater than 3.00:1.00.

Prepayments, Etc. of DebtIndebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any mannermanner (including by the exercise of any right of setoff), or make any payment in violation of any subordination subordination, standstill or collateral sharing terms ofof or governing any Indebtedness, any Debt except (ia) the payment or prepayment of the Credit Extensions in accordance with the terms of this Agreement; (b) the prepayment of First Lien Indebtedness or any or all “Increase” (as defined in the First Lien Credit Agreement in effect as of the Obligations under Closing Date), provided that any such prepayment made out of the Loan Documents, proceeds of Collateral (iias such term is defined in the Intercreditor Agreement) shall be applied in accordance with the Capital Lease Amendment Payments, terms of the Intercreditor Agreement; (iii) the Contingent Payments, and (ivc) regularly scheduled or required repayments or redemptions of Surviving DebtIndebtedness under the Indebtedness set forth in Schedule 7.02 and refinancing, replacements, and refundings of such Indebtedness in compliance with Section 7.02(b); (d) any prepayment, redemption, defeasance or amendsatisfaction of intercompany Indebtedness permitted under Section 7.02(d); (e) with respect to any Disposition permitted under Section 7.05, modify or change in any manner any term or condition the repayment of the amount of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) Indebtedness permitted under Section 7.02 that (A) could not reasonably be expected is secured by a Lien permitted by Section 7.01 on the asset subject to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred Disposition that is repaid in connection with such Permitted RefinancingDisposition; (f) any prepayment, redemption, defeasance or satisfaction using the proceeds from a direct or indirect equity issuance to, or contribution from, any direct or indirect shareholders of Holdings; and (2g) repay subject to any applicable subordination terms thereof and the terms set forth in the definition of “Available Amount,”, payments on account of Permitted Earn-Outs, Permitted Seller Debt or refinance Subordinated Debt, provided that the Debt under sum of the Loan Documents in full or in aggregate amount of such other amount as is approved by the Required Lenders payments made pursuant to this Section 5.02(b)(viii)7.14 does not exceed the Available Amount.

Prepayments, Etc. of Debt. . (i) Prepay, redeem, purchase, defease ------------------------- or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt except Debt, other than (iA) the payment or prepayment of any or all the Advances in accordance with the terms of the Obligations under the Loan Documentsthis Agreement, (iiB) the Capital Lease Amendment Paymentsif before and after giving effect to any such prepayment, (iii) the Contingent Paymentsredemption, purchase, defeasance or other satisfaction, no Default has occurred and (iv) is continuing or would result therefrom, regularly scheduled or required repayments or redemptions of Surviving Debt, (C) if before and after giving effect to any such prepayment, redemption, purchase, defeasance or other satisfaction, no Default has occurred and is continuing or would result therefrom, Debt permitted under Sections 5.02(b)(i)(B) and (ii)(E), and (D) after December 31, 1999, if, before and after giving effect to such payment of the MDC Subordinated Debt, (1) the Leverage Ratio is less than 2.50:1.00 as evidenced by the financial information delivered to the Agent in respect of any Rolling Period ending on or after December 31, 1999 and (2) no Default shall have occurred and be continuing, then (and only then) the MDC Subordinated Debt, or (ii) amend, modify or change in any manner any term or condition of the MDC Subordinated Debt or the TLSP Subordinated Debt or of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary of the ParentBorrower; provided, thathowever, notwithstanding that this Section 5.02(k) shall not restrict the foregoing, ability of the Parent and its Subsidiaries may (1Borrower or any other Loan Party to prepay Capitalized Leases or Debt secured by Liens permitted under Section 5.02(a)(v) consummate any Permitted Refinancing if (and thereafter make only if) the outstanding amount of principal to be prepaid of such Capitalized Lease or Debt is less than or equal to $250,000 and such prepayments, after giving effect to any regularly scheduled or required repayment or redemptions of Debt incurred such prepayment, do not exceed $500,000 in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)any Fiscal Year.

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy satisfy, in each case, prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt except (i) the payment or prepayment of any or all of that is subordinated to the Obligations of Borrower under the Loan Documents, except: (iia) the Capital Lease Amendment Payments[reserved], (iii) the Contingent Payments, and (ivb) regularly scheduled or required repayments or redemptions of Surviving Existing Debt, the Term Loan and other Debt permitted under Section 6.01(s), (c) any prepayments or amendredemptions of Existing Debt in connection with a refunding, modify renewal, replacement, restructuring, refinancing, purchase, defeasement or change other satisfaction of such Existing Debt permitted by Section 6.01(c), (d) the repayment, purchase, defeasement or other satisfaction or prepayment of the amounts under, and in any manner any term accordance with, documentation with respect to Debt permitted by Section 6.01(b) or condition Section 6.01(r) on the terms contained therein so long as in the case of any Surviving Debtvoluntary prepayment, except purchase, redemption or other acquisition for value the Payment Condition is SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT satisfied; provided that nothing herein shall prevent Navistar International from prepaying the Senior Notes with sources of funds other than from Borrower, (e) the repayment or prepayment of the amounts under, and in accordance with, documentation with respect to Debt permitted by Section 6.01(e) or, so long as no Specified Default or Event of Default is then continuing or would result therefrom, Section 6.01(s), (f) the repayment or prepayment of the amounts under, and in accordance with, documentation with respect to Debt permitted by Section 6.01(r), (g) any amendmentrepayment or prepayment of Debt under any agreement permitting the reborrowing thereof, modification (h) any other prepayment or change redemption of Surviving Debt (except as provided in any of clauses if at the time the making thereof, and after giving pro forma effect thereto, the Payment Condition is satisfied, (i) through (iii) above any prepayment, redemption, purchase, defeasement or otherwise in this Agreement) that (A) could not reasonably be expected other satisfaction of Debt owed to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, Navistar International or permit any of its Restricted Subsidiaries so long as after giving pro forma effect to do any such prepayment or redemption, Adjusted Excess Availability shall be equal or greater than the greater of $15,625,000 and 12.5% of the foregoing other than to prepay any Commitments and (j) the repayment or prepayment of Debt payable to with Equity Interests and/or the Borrower or another Subsidiary proceeds of the ParentEquity Interests; provided, thathowever, notwithstanding that this Section 6.09 shall not limit any refinancing of Debt otherwise permitted hereunder so long as (x) the foregoingRefinancing Conditions are satisfied with respect to such refinanced Debt, the Parent (y) such Debt is refinanced with other Debt of Navistar International and its Subsidiaries may (1other than Borrower) consummate any Permitted Refinancing or (and thereafter make any regularly scheduled or required repayment or redemptions of z) such refinancing Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt is otherwise permitted under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)6.01.

Prepayments, Etc. of Debt. OF DEBT. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt except Debt, other than (i) the payment or prepayment the Advances in accordance with the terms of any or all of the Obligations under the Loan Documentsthis Agreement, (ii) the Capital Lease Amendment Payments, (iii) the Contingent Payments, and (iv) regularly scheduled or required repayments or redemptions of Surviving DebtDebt (including the Senior Notes), (iii) redemption of the Senior Notes with the proceeds of the Term A Advances as contemplated herein and/or redemption of the Senior Notes by the Borrower and reimbursed with such proceeds, (iv) any prepayment of any Debt permitted by Section 6.2(b), and (v) the prepayment of any purchase money Debt or Capitalized Lease Obligations permitted hereunder (A) as a result of the application of casualty insurance or condemnation proceeds, or (B) for the purposes of refinancing such purchase money Debt or Capitalized Lease Obligations, PROVIDED that if such refinancing is consummated with the proceeds of a Resolving Credit Advance (x) the terms of any such refinancing, and of any agreement entered into and of any instrument issued in connection therewith are no more onerous, taken as a whole, than the purchase money Debt or Capitalized Lease being refinanced or are consented to in writing by the Administrative Agent, with the approval of the Required Lenders; and (y) the principal amount of such purchase money Debt or Capitalized Lease Obligation shall not be increased above the amount which, after giving effect to all other purchase money Debt or Capitalized Lease Obligations, as applicable, is permitted hereunder, and the direct and contingent obligors therefor would not be changed, as a result of or in connection with such refinancing; (b) amend, modify or change in any manner any term or condition of any Surviving Debt, except for any Debt if such amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, or (Bc) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay repay any Debt payable to the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)Subsidiary.

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease defease, exchange or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt Debt, except (i) the payment or prepayment of any or all the Advances in accordance with the terms of the Obligations under the Loan Documentsthis Agreement, (ii) the Capital Lease Amendment Payments, (iii) the Contingent Payments, and (iv) regularly scheduled or required repayments or redemptions of Surviving DebtDebt and (iii) so long as (x) the Borrower is in pro forma compliance with all of the covenants set forth in Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lender Parties as though such transaction had been consummated as of the first day of such fiscal period covered thereby), (y) no Event of Default shall have occurred and be continuing, and (z) after giving effect to such transaction, the Borrower has pro forma Liquidity (as certified to the Administrative Agent by a Responsible Financial Officer of the Borrower) equal to or exceeding the Specified Liquidity Amount at such time, purchases or redemptions of any Debt ("PERMITTED DEBT Repurchases"), so long as the aggregate amount paid in connection with such Permitted Debt Repurchases (when taken together with the Permitted Acquisitions and the Permitted Advances) shall not exceed the Special Payments Basket on such date (as certified to the Administrative Agent by a Responsible Financial Officer of the Borrower); or amend, modify or change in any material manner any term or condition of any Surviving Debt, except for any amendment, modification Debt or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Subordinated Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)Borrower.

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of of, or amend, modify or supplement in any way, any subordination terms of, any Debt except Debt, other than (i) the payment or prepayment of any or all the Advances in accordance with the terms of the Obligations under the Loan Documents, this Agreement; 105 100 (ii) the Capital Lease Amendment Payments, payments and prepayments of Debt outstanding under any overdraft facility permitted under subsection (b)(viii) above; (iii) the Contingent Payments, and (iv) regularly scheduled or required repayments or redemptions of Surviving DebtDebt outstanding on the date hereof; (iv) regularly scheduled payments in respect of New Subordinated Debt (to the extent such payment is not contrary to the terms of subordination thereof); (v) payments and prepayments of Debt owed by (A) AGCO to any Restricted Subsidiary (other than a Foreign Subsidiary), (B) any Restricted Subsidiary to AGCO, and (C) any Restricted Subsidiary to another Restricted Subsidiary (other than a Foreign Subsidiary); (vi) the prepayment of the Debt outstanding under the Old Credit Agreement; and (vii) the payment of Debt with the Net Cash Proceeds of the sale of the Caravan division of Xavixx Xxxxx XxxH & Company; or amend, modify or change in any manner any term or condition (including without limitation any financial covenant) of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Restricted Subsidiaries to do any of the foregoing (other than to prepay any Debt payable to AGCO); or cancel, forgive or modify in any respect materially adverse to AGCO or the Borrower Lenders any Debt owing by a Subsidiary to AGCO or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)Subsidiary.

Prepayments, Etc. of Debt. OF DEBT. (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt or permit any of its Subsidiaries to do so except (iA) the payment or prepayment of any or all of the Obligations under the First Lien Loan Documents or, Refinanced First Lien Loan Documents, the Second Lien Loan Document or the Refinanced Second Lien Loan Documents in accordance with the terms thereof, (B) subject to the Third Lien Intercreditor and Subordination Agreement, the payment or prepayment of any or all of the Obligations under the Loan Documents, (ii) the Capital Lease Amendment Payments, (iii) the Contingent Payments, and (ivC) regularly scheduled or required repayments or redemptions of Surviving Debt, Debt and (D) the prepayment of Debt of any Loan Party by the Parent or any Subsidiary of the Parent or (ii) amend, modify or change in any manner any term or condition of any Surviving DebtDebt or permit any of its Subsidiaries to do so, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing other and (D) will not contain mandatory redemption prepayment covenant or event of default provisions materially more restrictive than to prepay any the terms of such Surviving Debt payable prior to the Borrower date of such amendment, modification or another Subsidiary of the Parentchange; provided, provided that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing, Receivables Financing, Replacement Financing or Existing Debt Refinancing (and thereafter make any regularly scheduled or required repayment repayments or redemptions of Debt incurred in connection with any such Permitted Refinancing) and (2) repay , Receivables Financing, Replacement Financing or refinance the Existing Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viiiRefinancing).

Prepayments, Etc. of Debt. Indebtedness. (i) Prepay, redeem, --------------------------------- purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt except Indebtedness other than: (iA) the payment or prepayment of Advances outstanding from time to time in accordance with the terms of this Agreement, (B) so long as no Default shall have occurred and be continuing or shall occur as a result thereof, any or all of the Obligations under the Loan Documents, (ii) the Capital Lease Amendment Payments, (iii) the Contingent Payments, and (iv) regularly scheduled or required repayments redemption, repurchase or redemptions repayment of Surviving DebtIndebtedness, (C) the satisfaction of any Indebtedness incurred under Sections 5.02(b)(iii)(B) and 5.02(b)(iii)(C) that is secured by a Lien on the property or assets of the Borrower or the Subsidiary of any of the Borrowers that incurred such Indebtedness, which property or amendassets are otherwise permitted to be disposed of under Section 5.02(e), (D) the regularly scheduled payment or required prepayment of any Indebtedness that is refunded or refinanced in accordance with Section 5.02(b)(iv)(D), (E) the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness of any Person existing at the time such Person is being acquired by any of the Borrowers or any of their respective Subsidiaries to the extent that such prepayment, redemption, purchase, defeasance or other satisfaction is required by the terms of such Indebtedness; provided that the acquisition of such Person is otherwise expressly permitted under the terms of the Loan Documents, (F) in the case of Fox Kids, the payment in cash of accrued interest on the TNCL Group Subordinated Notes (or any of them as Fox Kids shall elect) with the Net Cash Proceeds received from the sale of the Flextech Common Stock in accordance 148 with Sections 5.02(e)(vi)(D) and 5.02(g)(ii)(D), and (G) commencing at any time after the Fiscal Quarter ending September 30, 2000 and from time to time thereafter so long as the Performance Level is not greater than Performance Level IV, pay in cash accrued interest on the TNCL Group Subordinated Notes (or any portion thereof as Fox Kids shall elect) if, after giving effect thereto, the aggregate amount of all such payments made pursuant to this subclause (i)(G) and all dividends on, and all purchases, redemptions, retirements, defeasances and other acquisitions of, Equity Interests in Fox Kids paid or made pursuant to Section 5.02(g)(i)(G) during the immediately preceding twelve months would not exceed the lesser of (i) $50,000,000 and (ii) 75% of Available Cash Flow for the most recently completed Fiscal Year prior to such payment, provided that immediately after giving effect to any such payment, Fox Kids and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 5.04, such compliance to be determined on the basis of the Consolidated financial statements of Fox Kids and its Subsidiaries most recently delivered to the Lenders pursuant to Section 5.03(b) or 5.03(c) as though such payment had been made as of the beginning of the fiscal period covered thereby, and the Administrative Agent, on behalf of the Lenders, shall have received a certificate from a Responsible Officer of Fox Kids, in form and substance reasonably satisfactory to the Agent, at least ten Business Days prior to the date of any such payment, setting forth in reasonable detail all of the computations required to demonstrate compliance with the terms of this subclause (i)(G); (ii) Amend, modify or change in any manner any term of the terms or condition conditions of any of the Surviving DebtIndebtedness, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through otherwise permitted under Section 5.02(b)(iv)(D); (iii) above Amend, modify or otherwise change in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do manner any of the foregoing other than to prepay any Debt payable to the Borrower terms or another Subsidiary conditions of the ParentSeries A Preferred Stock or any of the TNCL Group Subordinated Notes Documents; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii).and

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt Debt, except prior to the initial Borrowings on the Closing Date (x) to the extent permitted under Section 7.08 of the Existing Parent Credit Agreement (as in effect on the date hereof) or (y) any other transaction to the extent the restriction of such transaction is prohibited by Section 7.17 of the Existing Parent Credit Agreement (as in effect on the date hereof), and from and after the initial Borrowings on the Closing Date except (ia) the payment or prepayment of any or all the Credit Extensions in accordance with the terms of the Obligations under the Loan Documentsthis Agreement, (iib) the Capital Lease Amendment Paymentsprepayment of trade Debt to receive discounts or other favorable payment terms or incentives, (iii) the Contingent Payments, and (ivc) regularly scheduled or required repayments or redemptions of Surviving Debt, (c or any other Debt permitted by Section 7.02 (so long as any such repayment or redemption is not in violation of any subordination agreement applicable thereto), (d) prepayment of Debt evidenced by a Shareholder Subordinated Note to the extent permitted by Section 7.07(a) and, (de) prepayment of Debt payable to Parent or any of its Subsidiaries permitted to be made in accordance with the terms of the Intercompany Subordination Agreement, (f) refinancings, refundings, renewals, extensions or exchanges of Debt permitted by Section 7.02 with other Debt permitted by Section 7.02, in each case, to the extent not prohibited by any subordination agreement applicable thereto, and (g) other optional prepayments or redemptions of Debt permitted by Section 7.02 to the extent not prohibited by any subordination agreement applicable thereto, provided that no Default or Event of Default shall have occurred and be continuing at the time of, or after giving effect to, such prepayment or redemption; or amend, modify or change in any manner any term or condition of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries Subsidiary of Parent to do any of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii).

Prepayments, Etc. of Debt. Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any mannermanner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) any Permitted Subordinated Notes (collectively, the “Junior Financing”) or make any payment in violation of any subordination terms ofof any Junior Financing Documentation, any Debt except (i) the payment or prepayment refinancing thereof with the Net Cash Proceeds of any Permitted Refinancing, to the extent not required to prepay any Term Loans pursuant to Section 2.05(b) or all of the Obligations under the Loan Documentsprepayment thereof with Retained Declined Proceeds, (ii) the Capital Lease Amendment Paymentsconversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the Contingent Paymentsprepayment of Indebtedness of the Borrower or any Restricted 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, (iv) regularly so long as no Default shall have occurred and be continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity (A) in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made 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 sum of the greater of $175,000,000 and 2.5% of Total Assets and (B) out of the Available Amount and (v) any such Indebtedness if (after giving effect to such prepayment, redemption, purchase or required repayments or redemptions of Surviving Debt, or amenddefeasance) the Senior Secured First-Lien Net Leverage Ratio is not greater than 4.0:1.0 and the Total 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, any term or condition of any Surviving Debt, except for Junior Financing Documentation in respect of any amendment, modification or change of Surviving Debt Junior Financing having an outstanding principal amount greater than $50,000,000 (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary as a result of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing of such Indebtedness in respect thereof) without the consent of the Administrative Agent (and thereafter make any regularly scheduled which consent shall not be unreasonably withheld or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viiidelayed).

Prepayments, Etc. of DebtIndebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any mannermanner (it being understood that payments of regularly scheduled principal, or make interest and mandatory prepayments shall be permitted) any payment in violation Indebtedness for borrowed money of any subordination a Loan Party that is subordinated to the Obligations expressly by its terms of(other than Indebtedness among the Borrower and its Restricted Subsidiaries) (collectively, any Debt “Junior Financing”), except (i) the payment or prepayment of refinancing thereof with any or all of Indebtedness (to the Obligations under the Loan Documentsextent such Indebtedness constitutes a Permitted Refinancing), (ii) the Capital Lease Amendment Paymentsconversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Parent or any of its direct or indirect parents, (iii) the Contingent Payments, prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary and (iv) regularly prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled or required repayments or redemptions maturity in an aggregate amount not to exceed, when combined with the amount of Surviving Debt, or amend, modify or change in any manner any term or condition of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders Restricted Payments pursuant to Section 5.02(b)(viii)7.06(n) the sum of (x) $10,000,000, plus (y) if the Total Net Leverage Ratio is less than or equal to 4.00:1.00 on a Pro Forma Basis, the Available Amount that is Not Otherwise Applied at such time; provided that with respect to any payment made pursuant to clause (y) above, no Default has occurred and is continuing or would result therefrom.

Prepayments, Etc. of Debt. PrepayJunior Financings. (a) Voluntarily repay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof (it being understood that payments of regularly scheduled principal, interest and fees and mandatory expense reimbursement obligations and customary mandatory prepayments and AHYDO Payments and, in any manner, or make any payment in violation connection with the amendment of any subordination terms ofJunior Financing, the payment of fees (other than in connection with any Debt amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) any Indebtedness that is (x) subordinated in right of payment to the Obligations expressly by its terms, (y) secured on a junior lien basis to the Liens securing the Obligations (other than Indebtedness among the Borrowers and the other Restricted Subsidiaries of the Parent) and (z) any Indebtedness that is unsecured (collectively, “Junior Financing”), with a principal amount outstanding in excess of the Threshold Amount except (i) the payment or prepayment of refinancing thereof with any or all of the Obligations under the Loan DocumentsIndebtedness permitted by Section 7.03, (ii) the Capital Lease Amendment Paymentsconversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Parent or any direct or indirect parent entity thereof, (iii) the Contingent prepayment, redemption, purchase, defeasement or satisfaction of Indebtedness of any Borrower or any other Restricted Subsidiary of the Parent to any Borrower or any other Restricted Subsidiary of the Parent, (iv) any forgiveness or repayment utilizing the cash escrow accounts as in effect on the Closing Date of any PPP Loan, (v) 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 Cumulative Credit at such time; provided that (x) no Event of Default has occurred and is continuing or would result therefrom and (y) solely with respect to amounts used to increase the Cumulative Credit pursuant to clause (b) of the definition of “Cumulative Credit”, after giving Pro Forma Effect to such Restricted Payments, the Consolidated Total Net Leverage Ratio is equal to or less than 3.50:1.00 as of the most recently ended Test Period, (vi) so long as no Event of Default has occurred and is continuing or would result therefrom, the prepayment, redemption, defeasance, repurchase or other acquisition or retirement for value of Junior Financing in an aggregate amount not to exceed during the term of this Agreement the greater of $1,500,000 and 15% of Consolidated EBITDA as of the last day of the most recently ended Test Period (calculated on a Pro Forma Basis) (plus any amount which the Lead Borrower may, from time to time, elect to be redesignated from the General RP Basket and less any amounts redesignated to the General Investments Basket or the General RP Basket) (the “General RJDP Basket”), (vii) the prepayment, redemption, defeasance, repurchase, or satisfaction of Junior Financing so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) the Borrowers are in compliance (on a Pro Forma Basis) with a Consolidated Total Net Leverage Ratio of equal to or less than 3.25:1.00 (computed as of the last day of the most recently ended Test Period)[reserved], (viii) in an amount not to exceed the Excluded Contribution Amount (other than amounts constituting Cure Amounts or the Cumulative Credit), and (ivix) regularly prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount equal to Declined Proceeds. (a) Amend or required repayments or redemptions of Surviving Debt, or amend, modify or change in any manner any term or condition of any Surviving Debt, except for Junior Financing Documentation in respect of any amendment, modification or change Junior Financing having an aggregate outstanding principal amount in excess of Surviving Debt (except as provided the Threshold Amount in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable manner materially adverse to the Borrower interests of Lenders (in their capacity as such) except (x) pursuant to a refinancing, replacement or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders extension expressly permitted pursuant to Section 5.02(b)(viii)7.03 or (y) to the extent not expressly prohibited in the applicable Intercreditor Agreement. Notwithstanding anything to the contrary in any Loan Document, the Loan Parties and their Restricted Subsidiaries may make regularly scheduled payments of interest and fees on any Junior Financing, and may make any payments required by the terms of such Indebtedness in order to avoid the application of Section 163(e)(5) of the Code to such Indebtedness.

Prepayments, Etc. of DebtIndebtedness. PrepayMake any payment in violation of any subordination terms of any Indebtedness for borrowed money, or prepay, redeem, purchase, defease or otherwise satisfy or make any unscheduled payment, in each case, prior to the scheduled amortization or maturity thereof in any mannermanner (whether directly or indirectly) any Indebtedness for borrowed money, or make any payment in violation of any subordination terms of, any Debt except other than (i) the payment or prepayment of any or all of the Obligations under the Loan Documentsintercompany Indebtedness, (ii) Indebtedness in connection with a refinancing, refunding, extension or renewal to the Capital Lease Amendment Paymentsextent such refinancing, refunding, extension or renewal is permitted by Section 7.03(b), or (e), (iii) the Contingent PaymentsIndebtedness under Swap Contracts permitted by Section 7.03(d), and (iv) regularly scheduled or required repayments or redemptions secured Indebtedness that becomes due as a result of Surviving Debtthe Disposition of the property securing such Debt to the extent that such Disposition is permitted by Section 7.05, or amend(v) payments with respect to Decommissioning Liabilities, modify or change (vi) payments in any manner any term or condition respect of any Surviving Debtthe Obligations, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (ivii) through (iii) above or otherwise in this Agreement) that (A) could not reasonably scheduled interest payments in respect of the Convertible Notes required to be expected to have a Material Adverse Effect, made in cash and (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any payment of the foregoing Cash Settlement in connection with any Conversion, and payment of the Repurchase Price (as defined in the Convertible Notes Indenture) in connection with any Repurchase pursuant to Section 3.07 of the Convertible Notes Indenture, in each case, made by the Borrower, and provided that after giving effect to any such Cash Settlement or Repurchase Price (1) the Availability shall not be less than an amount that, when taken together with all other than to prepay any Debt payable to liquid assets of the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions all capital and funds which at such time the Borrower and its Subsidiaries reasonably anticipate obtaining, is sufficient to provide the Borrower and its Subsidiaries with sufficient liquidity to pay their debts, liabilities, contingent obligations and other commitments as they mature in the ordinary course of Debt incurred in connection with such Permitted Refinancing) business, which sufficiency shall be certified to the Administrative Agent by Responsible Officer of the Borrower, and (2) repay or refinance the Debt under Borrower and its Subsidiaries are in compliance with the Loan Documents financial covenants contained in full or in Section 7.11 computed on a pro forma basis (giving effect to such other amount payment) as is approved by at the Required Lenders last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.02(b)(viii6.01; and (viii) prepayment of Indebtedness permitted pursuant to Section 7.03(j) or (m).

Prepayments, Etc. of DebtIndebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any mannermanner (it being understood that payments of regularly scheduled principal, or make interest and mandatory prepayments shall be permitted) any payment in violation Indebtedness for borrowed money of any subordination a Loan Party that is subordinated to the Obligations expressly by its terms of(other than Indebtedness among the Borrower and its Restricted Subsidiaries) (collectively, any Debt “Junior Financing”), except (i) the payment or prepayment of refinancing thereof with any or all of Indebtedness (to the Obligations under the Loan Documentsextent such Indebtedness constitutes a Permitted Refinancing), (ii) the Capital Lease Amendment Paymentsconversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Parent or any of its direct or indirect parents, (iii) the Contingent Payments, prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary and (iv) regularly prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled or required repayments or redemptions maturity in an aggregate amount not to exceed, when combined with the amount of Surviving Debt, or amend, modify or change in any manner any term or condition of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders Restricted Payments pursuant to Section 5.02(b)(viii)7.06(n) the sum of (x) $10,000,000, plus (y) if the Total Net Leverage Ratio is less than or equal to 4.00:1.00 on a Pro Forma Basis, the Available Amount that is Not Otherwise Applied at such time; provided that with respect to any payment made pursuant to clause (y) above, no Default has occurred and is continuing or would result therefrom and the Payment Conditions is satisfied.

Prepayments, Etc. of Debt. Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy any Indebtedness of the type permitted by Section 7.05(a), (d), (f), (h), (i) or (j) prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms ofprovisions applicable thereto, any Debt except for (i) any refinancing with the payment or prepayment proceeds of any or all of the Obligations under the Loan DocumentsIndebtedness permitted by Section 7.05(f), (ii) a call of, or tender for, all or substantially all of the Capital Lease Amendment PaymentsSenior Indenture Notes using any combination of an issuance of Refinancing Indebtedness and Loans hereunder (other than any utilization of the increase option provided in Section 2.14), (iii) the Contingent Paymentsprepayment of the Seller Financed Indebtedness, (iv) the prepayment of Acquired Indebtedness, and (ivv) regularly scheduled other prepayments and repurchases of Indebtedness so long as such prepayment or required repayments repurchase is not made with the proceeds of any Loan and either (x) there are at least $35,000,000 of Unencumbered Domestic Liquid Assets after giving effect to such prepayment or redemptions repurchase and no Loans have been made within the thirty (30) days preceding such prepayment or repurchase or (y) the aggregate amount of Surviving Debtcash used to make such prepayment or repurchase pursuant to this clause (y), when added to the aggregate amount of cash used to make any other prepayments or amendrepurchases within the last twelve (12) months pursuant to either clause (x) or this clause (y), does not exceed $25,000,000 in the aggregate. (b) Amend, modify or change in any manner any term or condition of any Surviving DebtIndebtedness other than amendments, except for modifications or changes (i) pursuant to Section 7.05(f) or that otherwise meet the requirements in the proviso to clause (f) of Section 7.05 (as if the amended, modified or changed terms or conditions were contained in Indebtedness extending, renewing, refunding or refinancing such Indebtedness), (ii) with respect to any Indebtedness incurred after the Closing Date that was permitted to be incurred pursuant to Section 7.05 without the approval of the terms thereof by the Administrative Agent, so long as, as so amended, modified or changed, such Indebtedness would have been permitted to be incurred without the approval of the Administrative Agent, or (iii) with respect to Indebtedness incurred after the Closing Date the terms of which were required by Section 7.05 to be approved by the Administrative Agent, so long as such amendment, modification or change does not result in the terms of Surviving Debt (except as provided any such Indebtedness being less favorable in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable material respect to the Borrower or another Subsidiary of Administrative Agent and the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)Lenders.

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of of, or amend, modify or supplement in any way, any subordination terms of, any Debt except Debt, other than (i) the payment or prepayment of any or all the Advances in accordance with the terms of the Obligations under the Loan Documents, this Agreement; (ii) the Capital Lease Amendment Payments, payments and prepayments of Debt outstanding under any overdraft facility permitted under subsection (b)(viii) above; (iii) the Contingent Payments, and (iv) regularly scheduled or required repayments or redemptions of Surviving DebtDebt outstanding on the date hereof; (iv) regularly scheduled payments in respect of New Subordinated Debt (to the extent such payment is not contrary to the terms of subordination thereof); (v) payments and prepayments of Debt owed by (A) AGCO to any Restricted Subsidiary (other than a Foreign Subsidiary), (B) any Restricted Subsidiary to AGCO, and (C) any Restricted Subsidiary to another Restricted Subsidiary (other than a Foreign Subsidiary); and (vi) the prepayment of the Debt outstanding under the Old Credit Agreement; or amend, modify or change in any manner any term or condition (including without limitation any financial covenant) of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Restricted Subsidiaries to do any of the foregoing (other than to prepay any Debt payable to AGCO); or cancel, forgive or modify in any respect materially adverse to AGCO or the Borrower Lenders any Debt owing by a Subsidiary to AGCO or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)Subsidiary.

Prepayments, Etc. of Debt. Indebtedness. (i) Prepay, redeem, purchase, --------------------------------- defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt except Indebtedness other than: (iA) the payment or prepayment of Advances outstanding from time to time in accordance with the terms of this Agreement, (B) so long as no Default shall have occurred and be continuing or shall occur as a result thereof, any or all of the Obligations under the Loan Documents, (ii) the Capital Lease Amendment Payments, (iii) the Contingent Payments, and (iv) regularly scheduled or required repayments redemption, repurchase or redemptions repayment of Surviving DebtIndebtedness, (C) the satisfaction of any Indebtedness incurred under Sections 5.02(b)(iii)(D) and 5.02(b)(iii)(E) that is secured by a Lien on the property or assets of the Borrower or the Subsidiary of any of the Borrowers that incurred such Indebtedness, which property or amendassets are otherwise permitted to be disposed of under Section 5.02(d), (D) the regularly scheduled payment or required prepayment of any Indebtedness that is refunded or refinanced in accordance with Section 5.02(b)(iii)(N), and (E) the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness of any Person existing at the time such Person is being acquired by Holdings or any of its Subsidiaries to the extent that such prepayment, redemption, purchase, defeasance or other satisfaction is required by the terms of such Indebtedness; provided that the acquisition of such Person is otherwise expressly permitted under the terms of the Loan Documents; (ii) Amend, modify or change in any manner any term of the terms or condition conditions of any of the Surviving DebtIndebtedness, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through otherwise expressly permitted under Section 5.02(b)(iii)(N); and (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit Permit any of its Subsidiaries to do any of the foregoing foregoing, other than to prepay any Debt Indebtedness payable to the Borrower or another Subsidiary any of the Parent; providedBorrowers or, that, notwithstanding subject to the foregoingterms of the applicable Intercompany Notes, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)Restricted Subsidiaries.

Prepayments, Etc. of DebtIndebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt Indebtedness, except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b) regularly scheduled payments of principal of Indebtedness set forth on Schedule 7.02 (other than relating to the Bridge Note), (c) mandatory prepayments or redemptions of the Senior Notes as required under the Senior Notes Indenture as in effect on the date hereof, (d) refinancings, refundings, extensions or renewals of Indebtedness to the extent such refinancing, refunding, extension or renewal is permitted by Sections 7.02(d) or 7.02(g)(ii), as applicable, (e) the conversion to or exchange for Equity Interests of convertible or exchangeable debt securities, and customary payments in cash in lieu of fractional shares in connection therewith, (f) any other prepayments or redemptions with respect to Indebtedness not otherwise permitted pursuant to this Section 7.14; provided that, in the case of this clause (f), the applicable Payment Conditions are satisfied before and after giving effect thereto, (g) any reimbursement for the Make-Whole Payment so long as (i) such reimbursement is made through the payment issuance of additional Senior Notes or prepayment of any or all of the Obligations under the Loan Documents, (ii) if such reimbursement is not made pursuant to clause (g)(i), the Capital Lease Amendment Paymentsapplicable Payment Conditions are satisfied before and after giving effect thereto, (iiih) the Contingent Paymentsconsummation of the Exchange Transaction, (i) prepayments of Indebtedness relating to the Bridge Note so long as (i) such prepayments are made solely with proceeds from the sale of fixed assets constituting collateral for the Senior Notes (including the repayment of Capitalized Leases relating to such fixed assets) and not with the proceeds of any Collateral or (ii) if such prepayments are not made pursuant to clause (i)(i), the applicable Payment Conditions are satisfied before and after giving effect thereto, and (ivj) regularly scheduled or required repayments or redemptions prepayments of Surviving Debt, or amend, modify or change in any manner any term or condition Indebtedness relating to the repayment of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except Capitalized Leases so long as provided in any of clauses (i) through such prepayments are made solely with proceeds from the sale of fixed assets constituting collateral for the Senior Notes and not with the proceeds of any Collateral or (iiiii) above or otherwise in this Agreement) that if such prepayments are not made pursuant to clause (A) could not reasonably be expected to have a Material Adverse Effectj)(i), (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent Payment Conditions are satisfied before and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)after giving effect thereto.

Prepayments, Etc. of Debt. Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy any Indebtedness of the type permitted by Section 7.05(a), (d), (f), (h), (i) or (j) prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms ofprovisions applicable thereto, any Debt except for (i) any refinancing with the payment or prepayment proceeds of any or all of the Obligations under the Loan DocumentsIndebtedness permitted by Section 7.05(f), (ii) a call of, or tender for, all or substantially all of the Capital Lease Amendment PaymentsSenior Indenture Notes using any combination of an issuance of Refinancing Indebtedness and Loans hereunder (other than any utilization of the increase option provided in Section 2.14), (iii) the Contingent Paymentsprepayment of the Seller Financed Indebtedness, (iv) the prepayment of Acquired Indebtedness, and (ivv) regularly scheduled other prepayments and repurchases of Indebtedness so long as such prepayment or required repayments repurchase is not made with the proceeds of any Loan and either (x) there are at least $35,000,000 of Unencumbered Domestic Liquid Assets after giving effect to such prepayment or redemptions repurchase and no Loans have been made within the thirty (30) days preceding such prepayment or repurchase or (y) the aggregate amount of Surviving Debtcash used to make such prepayment or repurchase pursuant to this clause (y), when added to the aggregate amount of cash used to make any other prepayments or amendrepurchases within the last twelve (12) months pursuant to either clause (x) or this clause (y), does not exceed $25,000,000 in the aggregate. (b) Amend, modify or change in any manner any term or condition of any Surviving DebtIndebtedness other than amendments, except for modifications or changes (i) pursuant to Section 7.05(f) or that otherwise meet the requirements in the proviso to clause (f) of Section 7.05 (as if the amended, modified or changed terms or conditions were contained in Indebtedness extending, renewing, refunding or refinancing such Indebtedness), (ii) with respect to any Indebtedness incurred after the Effective Date that was permitted to be incurred pursuant to Section 7.05 without the approval of the terms thereof by the Administrative Agent, so long as, as so amended, modified or changed, such Indebtedness would have been permitted to be incurred without the approval of the Administrative Agent, or (iii) with respect to Indebtedness incurred after the Effective Date the terms of which were required by Section 7.05 to be approved by the Administrative Agent, so long as such amendment, modification or change does not result in the terms of Surviving Debt (except as provided any such Indebtedness being less favorable in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable material respect to the Borrower or another Subsidiary of Administrative Agent and the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)Lenders.

Prepayments, Etc. of Debt. Certain Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any mannermanner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) any subordinated Indebtedness incurred under Section 7.03, or make any payment in violation other Indebtedness for borrowed money of any subordination a Loan Party that is subordinated to the Obligations expressly by its terms of(other than Indebtedness among the Borrower and its Restricted Subsidiaries) -149- (collectively, any Debt “Junior Financing”), except (i) the payment or prepayment of refinancing thereof with any or all of Indebtedness (to the Obligations extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the Loan Documentsextent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the Capital Lease Amendment Paymentsconversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the Contingent Payments, prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary and (iv) regularly prepayments, redemptions, satisfactions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(g), $120,000,000 plus the Cumulative Credit at such time; provided that if such prepayment, redemption, satisfaction, purchase, defeasance and other payment is being made in reliance on either clause (a) or required repayments (b) of the definition of “Cumulative Credit,” the Total Leverage Ratio calculated on a Pro Forma Basis is less than or redemptions of Surviving Debt, or amendequal to 5.75 to 1.00. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Surviving Debt, except for Junior Financing Documentation in respect of any amendment, modification or change of Surviving Debt (except as provided Junior Financing having an aggregate outstanding principal amount in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any excess of the foregoing other than to prepay any Debt payable to Threshold Amount without the Borrower or another Subsidiary consent of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may Administrative Agent (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled which consent shall not be unreasonably withheld or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viiidelayed).

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt Debt, except (i) the payment or prepayment of any or all the Advances in accordance with the terms of the Obligations under the Loan Documentsthis Agreement, (ii) the Capital Lease Amendment Payments, (iii) the Contingent Paymentsprepayments of any senior secured or senior unsecured Debt), and (ivii) regularly scheduled or required repayments or redemptions of Surviving DebtDebt permitted under Section 5.02(b), or amend, modify or change in any manner any term or condition of or relating to the Senior Notes, any Surviving Debt, except for any amendmentthe Senior Subordinated Indenture or, modification or change of Surviving Debt (except as provided if the Bridge Loans are issued, the Bridge Loan Documentation in any of clauses (i) through (iii) above or otherwise in this Agreement) manner that would (A) could not reasonably be expected increase the interest rate or change (to have a Material Adverse Effect, earlier dates) the dates upon which principal and interest are due thereon; (B) would not accelerate alter the scheduled amortization of such Surviving Debt and redemption, prepayment or subordination provisions thereof; (C) alter the covenants or events of default in a manner that would not make such provisions more onerous or restrictive to the Borrower or any such Subsidiary; or (D) otherwise increase the applicable interest rate obligations of such Surviving Debtthe Borrower or any Subsidiary thereunder, or permit any of its Subsidiaries to do any of the foregoing foregoing, other than to prepay any Debt payable to the Borrower or another a Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)Guarantor.

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Existing Senior Convertible Note, any Senior Secured Note, or any Permitted Subordinated Debt, other than (a) any prepayment of Debt except owed by any Loan Party to any other Loan Party, (b) any prepayment or redemption of outstanding Senior Secured Notes as required by the Senior Secured Notes Documents as a result of any asset sale, recovery event, change of control or similar event and to the extent permitted by this Agreement and/or the Intercreditor Agreement, (c) any prepayment or redemption of outstanding Senior Secured Notes in full pursuant to an issuance of Permitted Refinancing Debt relating thereto, (d) any exchange of Permitted Subordinated Debt (including exchanges or conversions of Existing Senior Convertible Notes) for preferred or common stock of the Borrower, (e) cash payments in lieu of issuing fractional shares in connection with any exchange of Permitted Subordinated Debt (including exchanges or conversions of Existing Senior Convertible Notes) for preferred or common stock of the Borrower and (f) prepayments, redemptions, defeasances and other satisfactions of Permitted Subordinated Debt with the proceeds of other Permitted Subordinated Debt or of Equity Interests (other than Disqualified Equity Interests) of the Borrower, provided, however, that (i) in the payment or prepayment of any or all case of the Obligations under the Loan Documentspreceding clause (b), such exchange shall not result in any Change of Control, (ii) in the Capital Lease Amendment Paymentscase of the preceding clause (c), (d) or (e), such exchange (x) is made in satisfaction of any Obligations owed by the Borrower under, or in connection with, such Permitted Subordinated Debt and (y) shall not result in any Change of Control and (iii) in the Contingent Paymentscase of the preceding clause (d), and (iv) regularly scheduled or required repayments or redemptions of Surviving Debt, or amend, modify or change such cash payment does not exceed in any manner any term or condition of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except as calendar year $2,500,000; provided further that such $2,500,000 amount in any calendar year may be increased by an amount not to exceed (x) the cash proceeds from the sale of clauses capital stock of the Borrower to members of management, directors or consultants (ior their heirs or estates) through of Borrower and its Subsidiaries that occurs after the date hereof plus (iiiy) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization cash proceeds of such Surviving Debt key man life insurance policies received by the Borrower and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries after the date hereof. The foregoing will not restrict any other prepayment, repurchase, redemption, defeasance or other satisfaction of Debt so long as the Payment Conditions are satisfied both before and after giving effect to do any such prepayment, repurchase, redemptions, defeasance or other satisfaction, as the case may be. Notwithstanding anything herein to the contrary, cancellation of the foregoing other than to prepay any Debt payable owing to the Borrower or another Subsidiary from members of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred management in connection with a purchase of capital stock of the Borrower by such Permitted Refinancingmembers of management (in an amount not less than such Debt and financed from a source other than such Debt) and (2) repay will not be deemed to constitute a payment in violation of this Section 6.07 or refinance the Debt under the Loan Documents in full or in such any other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)provision hereof.

Prepayments, Etc. of DebtIndebtedness. PrepayMake any payment in violation of any subordination, standstill or collateral sharing terms of or governing any Indebtedness for borrowed money, or prepay, redeem, purchase, defease or otherwise satisfy or make any unscheduled payment, in each case, prior to the scheduled amortization or maturity thereof in any mannermanner (whether directly or indirectly) any Indebtedness for borrowed money, or make any payment in violation of any subordination terms of, any Debt except other than (i) the payment or prepayment of any or all of the Obligations under the Loan Documentsintercompany Indebtedness, (ii) Indebtedness in connection with a refinancing, refunding, extension or renewal to the Capital Lease Amendment Paymentsextent such refinancing, refunding, extension or renewal is permitted by Section 7.03(b), (e), or (j), (iii) Indebtedness under Swap Contracts permitted by Section 7.03(d), (iv) secured Indebtedness that becomes due as a result of the Contingent PaymentsDisposition of the property securing such Debt to the extent that such Disposition is permitted by Section 7.05, (v) payments in respect of the Obligations, (vi) (A) scheduled interest payments in respect of the Convertible Senior Notes required to be made in cash and (B) the payment of the Cash Settlement in connection with any Conversion, and payment of the Repurchase Price (as defined in the Convertible Notes Indenture) in connection with any Repurchase pursuant to Section 3.07 of the Convertible Notes Indenture, in each case, made by the Borrower, and provided that after giving effect to any such Cash Settlement or Repurchase Price (1) the Availability shall not be less than an amount that, when taken together with all other liquid assets of the Loan Parties and all capital and funds which at such time the Borrower and its Restricted Subsidiaries reasonably anticipate obtaining, is sufficient to provide the Borrower and its Restricted Subsidiaries with sufficient liquidity to pay their debts, liabilities, contingent obligations and other commitments as they mature in the ordinary course of business, which sufficiency shall be certified to the Administrative Agent by a Responsible Officer of the Borrower, and (iv2) regularly scheduled the Borrower and its Restricted Subsidiaries are in compliance with the financial covenants contained in Section 7.11 computed on a pro forma basis (giving effect to such payment) as at the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.01, (vii) the repurchase or required repayments redemption, at any time and from time to time, of all or redemptions part of Surviving Debtthe Convertible Senior Notes and/or the Senior Notes, or amend, modify or change in any manner any term or condition of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effectno Default shall exist or immediately would result therefrom, (B) would not accelerate the scheduled amortization Borrower and its Restricted Subsidiaries shall be in compliance with the financial covenants contained in Section 7.11 computed on a pro forma basis (giving effect to such payment and any Indebtedness incurred in connection therewith) as at the last day of such Surviving Debt the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.01, and (C) would not increase immediately after giving effect to such repurchase or redemption, the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any sum of the foregoing Availability plus unrestricted cash and Cash Equivalents of the Loan Parties shall not be less than $400,000,000, (viii) the repurchase or redemption of the Senior Notes with the proceeds of the Term Loan, (ix) with respect to convertible debt other than the Convertible Senior Notes, conversion to prepay any Debt payable to the Borrower or another Subsidiary exchange for Equity Interests of the Parent; provided, that, notwithstanding the foregoing, the Parent convertible or exchangeable debt securities permitted under Section 7.03 and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions customary payments in cash in lieu of Debt incurred fractional shares in connection with such Permitted Refinancing) therewith, and (2x) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant payments with respect to Section 5.02(b)(viii)Decommissioning Liabilities.