Common use of Prepayments, Etc Clause in Contracts

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness (including, without limitation, under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents), except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b)(i) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e), (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments in an amount not to exceed the Available Amount; provided that immediately after giving effect to such payment, as at the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated as of the first day of the Measurement Period covered thereby.

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any unsecured Indebtedness, junior Lien Indebtedness (including, without limitation, under or any Indebtedness which is contractually subordinated to the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents)Obligations, except (a) the prepayment regularly scheduled payments of the Credit Extensions principal and interest in respect of such Indebtedness in accordance with the terms of, and only to the extent required by, and subject to any subordination provisions contained in, the indenture or other agreement pursuant to which such Indebtedness was issued or incurred or any subordination agreement (including any subordination agreement entered into pursuant to Section 7.02(n)) in respect of this Agreementsuch Indebtedness (provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Indebtedness), (b)(ib) prepayments and repayments of such Indebtedness made from cash of the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereofBorrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (iic) the mandatory prepayment prepayments and repayments of such Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof made with the proceeds of Permitted Refinancings thereof Refinancing Indebtedness in compliance with Section 7.02(e), (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d)respect thereof, (d) following the Leverage Period Termination Date, prepayments and repayments of such Indebtedness, unless (i) as result thereof and giving pro forma effect thereto and to any Indebtedness incurred in connection therewith (as though such Indebtedness had been incurred as of the first day of the most recently completed Measurement Period and remained outstanding), the Borrower Leverage Ratio for the most recently completed Measurement Period would be greater than 5.50:1.00, (ii) as result thereof and giving pro forma effect thereto and to any Indebtedness incurred in connection therewith (as though such Indebtedness had been incurred as of the first day of the most recently completed Measurement Period and remained outstanding), the Borrower Interest Coverage Ratio for the most recently completed Measurement Period would be less than 1.75:1.00 or (iii) an Event of Default has occurred and is continuing or would result from such prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p)or repayment, (e) regularly scheduled other prepayments, repayments, redemptions or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments similar transactions in an amount not to exceed the Available Amount; provided that immediately after giving effect to such payment, as at the last day greater of the Fiscal Quarter most recently ended for (i) $50,000,000 and (ii) 1.00% of Total Assets (which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated measured as of the first day date such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to this clause (e)) and (f) prepayments and repayments of the Measurement Period covered therebyConvertible Senior Notes with the proceeds of the Bridge Financing or any Permitted Refinancing Indebtedness in respect of the Bridge Financing.

Prepayments, Etc. of IndebtednessJunior Financing. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled 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 Indebtedness (including, without limitation, under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documentsa “Junior Financing”), except (ai) the prepayment of refinancing thereof with any Indebtedness that constitutes a Permitted Refinancing, to the Credit Extensions in accordance with the terms of this Agreement, (b)(i) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereofextent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale conversion or insurance proceeds exchange of any ABL Priority Collateral Junior Financing to Equity Interests (as defined in the Intercreditor Agreementother than Disqualified Equity Interests) and of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness outstanding under of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary, subject to the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e)subordination provisions applicable to such indebtedness, (civ) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture prepayments, redemptions, purchases, defeasances and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed (x) the Available Amount; provided greater of $100,000,000 and 21.0% of Consolidated EBITDA, as determined at the time of such transaction (less the amount of any Restricted Payments made in reliance on Section 7.06(g)(x)) plus (y) the Cumulative Credit at such time (provided, that with respect to any prepayment, redemption, purchase, defeasance or other payment in respect of Junior Financings made out of amounts under clause (a)(ii) of the 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 2.00:1.00) and (v) 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 other payment, as at (x) no Event of Default has occurred and is continuing or would result therefrom and (y) the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Total Net Leverage Ratio for the Measurement Period ended calculated on the last day of such Fiscal Quarter of not a Pro Forma Basis is no greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated as of the first day of the Measurement Period covered thereby3.00:1.00.

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner (it being understood that payments of regularly scheduled interest shall be permitted, or make subject to the terms of the subordination provisions applicable thereto) any payment in violation of any subordination terms of, any Subordinated Indebtedness (including, without limitation, under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents“Junior Financing”), except (ai) the prepayment so long as no Default or Event of the Credit Extensions in accordance with the terms of this AgreementDefault shall have occurred and be continuing or would result therefrom, (b)(ix) such prepayments, redemptions, purchases, defeasances or satisfactions may be made (A) if at the voluntary prepayment of Indebtedness outstanding under time thereof the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e), (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments in an amount not to exceed the Available Amount; provided that immediately Lease Adjusted Leverage Ratio calculated on a Pro forma Basis after giving effect to such paymentprepayment, as at redemption, repurchase, defeasance or satisfaction is less than or equal to 3.50:1.00 and (B) if after giving effect thereto, the last day aggregate Commitments exceed the sum of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) Outstanding Amount of all Revolving Loans, the Outstanding Amount of all L/C Obligations and the Outstanding Amount of all Swing Line Loans by no less than $50,000,000, or (b)y) for the refinancing thereof in exchange for, Intermediate or with the Net Cash Proceeds of, any (1) Subordinated Indebtedness that (A) does not have an earlier maturity date or a shorter weighted average life to maturity than the Subordinated Indebtedness being refinanced, (B) have any interim amortization or prepayment or redemption offers or events other than change of control and asset sale events that are customary for high yield subordinated notes and (C) does not contain (I) any financial maintenance covenants or (II) covenants or events of default that are, taken as a whole, more onerous to the U.S. Borrower and its Restricted Subsidiaries than those contained herein or (2) issuance of Qualified Capital Stock of Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio (ii) for the Measurement Period ended on the last day conversion of such Fiscal Quarter any Junior Financing to Equity Interests (other than Disqualified Capital Stock) of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated as of the first day of the Measurement Period covered therebyHoldings.

Prepayments, Etc. of Indebtedness. PrepayVoluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, manner (it being understood that regularly scheduled payments of interest on the Senior Notes shall be permitted) any Unsecured Financing or make any payment in violation of any subordination terms of, of any Indebtedness (including, without limitation, under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents)Financing Documentation, except (a) the prepayment so long as no Default or Event of the Credit Extensions in accordance with the terms of this AgreementDefault shall have occurred and be continuing or would result therefrom, (b)(i) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereoffor an aggregate purchase price, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e), (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments in an amount aggregate prepayment amount, not to exceed the Available Amount; provided that immediately Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with a Total Leverage Ratio of not greater than 5.50:1.00 as of the end of the Test Period then last ended after giving effect to such payment, as at prepayment, redemption, purchase, defeasance or satisfaction; (b) a Permitted Refinancing thereof (including through exchange offers and similar transactions); (c) the last day conversion of any Unsecured Financing to Equity Interests (other than Disqualified Equity Interests); (d) solely with respect to the Senior Notes, any voluntary prepayment, redemption, purchase or satisfaction of the Fiscal Quarter most recently ended for which financial statements Senior Notes after the date that is one (1) year prior to the maturity thereof and (e) so long as no Default or Event of Default shall have been delivered in accordance with Section 6.01(a) occurred and be continuing or (b)would result therefrom, Intermediate any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes; provided that Holdings and its Restricted Subsidiaries shall have be in Pro Forma Compliance with a Consolidated Total Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated 5.50:1.00 as of the first day end of the Measurement Test Period covered therebythen last ended after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction.

Prepayments, Etc. of Subordinated Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy or obligate itself to do so prior to the scheduled 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 Subordinated Indebtedness, provided that the Borrower may (w) pay scheduled amortization payments for any Indebtedness Seller Notes and scheduled payments of interest on the Deerfield Subordinated Debt and Deerfield Convertible Debt, each in accordance with their terms and subject to the applicable Subordination Agreements, (including, without limitation, under x) satisfy the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Deerfield Convertible Debt Documents), except (a) the prepayment through conversion of the Credit Extensions Deerfield Convertible Debt into common Equity Interests in accordance with the terms of this the applicable Deerfield Documents and applicable Subordination Agreement, so long as no cash payment, other than accrued and unpaid interest, is made by any Loan Party on account of or in connection with such satisfaction (b)(iwhether conversion premium, prepayment or otherwise) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereofany principal amount then outstanding, (iiy) satisfy the mandatory prepayment Deerfield Subordinated Debt through conversion into common Equity Interests subject to the applicable Subordination Agreement, so long as no cash payment, other than accrued and unpaid interest, is made by any Loan Party on account of Indebtedness outstanding under the Revolving Credit Agreement solely or in connection with the sale or insurance proceeds such satisfaction of any ABL Priority Collateral principal amount then outstanding and (as defined z) prepay, redeem, purchase, defease or otherwise satisfy all or any portion of the Deerfield Subordinated Debt, so long as, in the Intercreditor Agreementcase of this clause (z), (i) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof such prepayment, redemption, purchase, defeasance or satisfaction is made solely with the proceeds of Permitted Refinancings thereof Equity Issuance of common stock in the Borrower after the Second Amendment Effective Date and (ii) at the time of such prepayment, (A) no Default or Event of Default then exists or would arise therefrom, (B) after giving effect thereto on a Pro Forma Basis, (1) the Loan Parties are in compliance with Section 7.02(e), 7.11(c) and (c2) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture Consolidated Total Leverage Ratio and the prepayment of Indebtedness outstanding under Consolidated Senior Secured Leverage Ratio are each 0.50 to 1.0 (a “half turn”) less than the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness applicable covenant level set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f7.11(a) and (f) payments in an amount not to exceed the Available Amount; provided that immediately after giving effect to such payment, as at the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for respectively, calculated using the same Measurement Period ended on used to determine Pro Forma Compliance and (C) all representations and warranties contained in Article V and the last day other Loan Documents are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect), except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such Fiscal Quarter earlier date and (2) for representations and warranties that may have become untrue or inaccurate solely because of not greater than 5.25:1.00, such compliance to be determined on changes permitted by the basis terms of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated as of the first day of the Measurement Period covered therebythis Agreement.

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness subordinated in right of payment to the Obligations (includingcollectively, without limitation, under “Junior Financing”) or the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents)Notes, except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b)(i) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e), (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (eb) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f7.02(e), (c) refinancings and refundings of Indebtedness permitted under Sections 7.02 in compliance with Section 7.02, (d) so long as (x) no Default or Event of Default has occurred and is continuing and (fy) payments in an amount not to exceed the Available Amount; provided that immediately after giving effect to such payment, as at the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings Borrower and its Subsidiaries shall have be in compliance on a Consolidated Leverage Ratio for Pro Forma Basis with all of the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated made as of the first day of the Measurement Period fiscal period covered thereby, commencing in fiscal year 2014, the Borrower and its Subsidiaries may make any such payments in an aggregate amount equal to the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (d), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the Available Amount immediately prior to such election and the amount thereof elected to be so applied and (e) after December 31, 2013, the prepayment of the Senior Notes or any Junior Financing so long as the Consolidated Senior Secured Leverage Ratio does not exceed 3.25 to 1.00 as of the most recently completed period for which the financial statements required by Section 6.01(a) and (b) were required to be delivered after giving effect to such prepayment and the proceeds of any Indebtedness incurred in connection with or substantially simultaneously with such prepayment on a Pro Forma Basis.

Prepayments, Etc. of IndebtednessDebt. Prepay, redeem, purchase, defease or otherwise satisfy satisfy, in each case, prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness (includingDebt, without limitation, under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents), except except: (a) the prepayment of the Credit Extensions Borrowings and other amounts outstanding in accordance with the terms of this Agreement, (b)(i) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e), (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (eb) regularly scheduled or required repayments or redemptions of Indebtedness set forth Existing Debt, (c) any prepayments or redemptions of Existing Debt in Schedule 7.02 and refinancings and refundings connection with a refunding, renewal, replacement, restructuring, refinancing, purchase, defeasement or other satisfaction of such Indebtedness Existing Debt permitted by Section 6.01(c), (d) the repayment, purchase, defeasement or other satisfaction or prepayment of the amounts under, and in compliance accordance with, documentation with respect to Debt permitted by Section 7.02(f6.01(b) on the terms contained therein so long as in the case of any voluntary prepayment, purchase, redemption or other acquisition for value the Payment Condition is satisfied; provided that nothing herein shall prevent Navistar International from prepaying the Senior Notes with sources of funds other than from the Borrowers, (e) the repayment or prepayment of the amounts under, and in accordance with, documentation with respect to Debt permitted by Section 6.01(e), (f) payments the repayment or prepayment of the amounts under, and in an amount not accordance with, documentation with respect to exceed Debt permitted by Section 6.01(r), (g) any repayment or prepayment of Debt under any agreement permitting the Available Amount; provided that immediately reborrowing thereof, (h) any other prepayment or redemption of Debt if at the time the making thereof, and after giving pro forma effect thereto, the Payment Condition is satisfied, and (i) any prepayment, redemption, purchase, defeasement or other satisfaction of Debt owed to Navistar International or any of its Restricted Subsidiaries so long as after giving pro forma effect to such paymentprepayment or redemption, as at Excess Availability shall be equal or greater than the last day greater of $45,000,000 and 15% of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance Commitments; provided, however, that this Section 6.09 shall not limit any refinancing of Debt otherwise permitted hereunder so long as (x) the Refinancing Conditions are satisfied with Section 6.01(a) respect to such refinanced Debt or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of y) such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Debt is refinanced with other Debt permitted under Section 6.01(a) or (b) as though such payment had been consummated as of the first day of the Measurement Period covered thereby6.01.

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness (including, without limitation, under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents)Indebtedness, except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b)(ib) the voluntary prepayment regularly scheduled payments of principal of Indebtedness outstanding under set forth on Schedule 7.02 (other than relating to the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(eBridge Note), (c) required mandatory repayments prepayments, repurchases or redemptions of Indebtedness outstanding 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, (together with mandatory repayments, repurchases or redemptions required by the terms thereof) (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 reimbursement for the Make-Whole Payment so long as (i) such reimbursement is made through the issuance of additional Senior Notes or the incurrence of the Second Lien Refinancing Notes Indenture Debt or (ii) if such reimbursement is not made pursuant to clause (f)(i), the applicable Payment Conditions are satisfied before and after giving effect thereto, (g) the prepayment consummation of the Exchange Transaction, (h) prepayments of Indebtedness outstanding under relating to the Bridge Note so long as (i) such Exhibit 10.3 prepayments are made solely with proceeds from the sale of fixed assets constituting collateral for the Senior Notes Indenture or (including the Refinancing Notes Indenture repayment of Capitalized Leases relating to such fixed assets) and not with the proceeds of Refinancing Notes any Collateral or (ii) if such prepayments are not made pursuant to clause (h)(i), the applicable Payment Conditions are satisfied before and after giving effect thereto or such prepayments are consistent with those described in compliance with clause (D) of Section 7.02(d7.02(g)(ii), (di) prepayments of Indebtedness relating to the prepayment Second Lien Refinancing Debt so long as (i) such prepayments are made solely with proceeds from the sale of Permitted Unsecured Debt fixed assets constituting collateral for the Senior Notes (including the repayment of Capitalized Leases relating to such fixed assets) and Permitted Refinancings thereof not with the proceeds of Permitted Refinancings thereof 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 or, if the Second Lien Refinancing Debt takes the form of notes, such prepayments are consistent with those described in compliance with the proviso to clause (D) of Section 7.02(p7.02(g)(ii), (ej) regularly scheduled or required repayments or redemptions prepayments of Indebtedness set forth in Schedule 7.02 relating to the repayment of Capitalized Leases so long as (i) such prepayments are made solely with proceeds from the sale of fixed assets constituting collateral for the Senior Notes and refinancings not with the proceeds of any Collateral or (ii) if such prepayments are not made pursuant to clause (j)(i), the applicable Payment Conditions are satisfied before and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments in an amount not to exceed the Available Amount; provided that immediately after giving effect thereto, (k) prepayments of Indebtedness relating to the Second Lien Loans so long as (i) such payment, as at prepayments are made solely with proceeds from the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) Second Lien Refinancing Debt or (bii) if such prepayments are not made pursuant to clause (k)(i), Intermediate Holdings the applicable Payment Conditions are satisfied before and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of after giving effect thereto and (l) any other prepayments or redemptions with respect to Indebtedness not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders otherwise permitted pursuant to this Section 6.01(a) or 7.14; provided that, in the case of this clause (b) as though such payment had been consummated as of l), the first day of the Measurement Period covered therebyapplicable Payment Conditions are satisfied before and after giving effect thereto.

Prepayments, Etc. of Subordinated Indebtedness. 322. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner (it being understood that payments of regularly scheduled principal, or make any payment interest and mandatory prepayments and AHYDO payments and, in violation connection with the amendment of any subordination Junior Financing, the payment of fees shall be permitted) any Indebtedness that is subordinated in right of payment to the Obligations expressly by its terms of(collectively, 180 “Junior Financing”) to the extent the outstanding principal amount thereof is equal to or greater than the Threshold Amount, except the refinancing thereof with any Indebtedness (includingto the extent such Indebtedness constitutes a Permitted Refinancing), without limitation, under to the Senior Notes Documentsextent not required to prepay any Loans pursuant to Section 2.05(b), the Refinancing Notes Documents and conversion or exchange of any Junior Financing to Qualified Equity Interests of Holdings or any of its direct or indirect parents (including the Permitted Unsecured Debt DocumentsPublic Parent), except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b)(i) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under of the Revolving Credit Agreement Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e)repayments, (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture redemptions, purchases, defeasances and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed the Available Amount; provided that immediately after giving effect to such payment, sum of (1) the greater of $37,500,000 and 25% of Consolidated EBITDA as at of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered Test Period (minus any utilization of the Available RDP Capacity Amount in accordance with Section 6.01(a) or reliance on unused capacity under this clause (b1)), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for (2) the Measurement Period ended on the last day Cumulative Credit at such time; so long as in respect of such Fiscal Quarter repayments, redemptions, purchases, defeasances and other payments in respect of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or Junior Financings made using clause (b) as though such payment had been consummated as of the first day Cumulative Credit only, no Event of Default under Section 8.01(a) or 8.01(f) (with respect to the Borrower) exists or would result from the making of such repayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings, (3) the portion, if any, of the Measurement Period covered therebyAvailable Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (a)(3), and (4) so long as no Event of Default under Section 8.01(a) or 8.01(f) (with respect to the Borrower) shall have occurred and be continuing or would otherwise result therefrom, additional amounts so long as the Consolidated First Lien Net Leverage Ratio would be less than or equal to 3.25:1.00 and (4) the Available RP Capacity Amount.

Prepayments, Etc. of IndebtednessSubordinated Indebtedness . PrepayVoluntarily prepay, redeem, purchase, defease defease, settle in cash or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner any Subordinated Indebtedness, or make any payment other than prepayments of Subordinated Indebtedness made in violation order to effect a refinancing of any subordination terms of, any such Subordinated Indebtedness (including, without limitation, by other Indebtedness that is permitted under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents), except (a) the prepayment of the Credit Extensions in accordance with the terms Section 7.01 of this Agreement, (b)(i) the voluntary prepayment of each such prepayment, redemption, purchase, defeasement, settlement or satisfaction referred to as a “Subordinated Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(ePrepayment”), except that the Company may make Subordinated Indebtedness Prepayments permitted to be made by the documentation governing such applicable Subordinated Indebtedness so long as (ci) required mandatory repayments or redemptions of (A) both immediately prior to any such Subordinated Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture Prepayment and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments in an amount not to exceed the Available Amount; provided that immediately after giving effect to such payment, as at Subordinated Indebtedness Prepayment no Default or Event of Default shall exist and (B) the last day aggregate amount of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) such Subordinated Indebtedness Prepayments does not exceed $75,000,000 during any fiscal year or (b)ii) both immediately prior to any such Subordinated Indebtedness Prepayment and after giving effect to such Subordinated Indebtedness Prepayment: (X) no Default or Event of Default shall exist, Intermediate Holdings (Y) the Company and its Subsidiaries shall have be in Pro Forma Compliance, and (Z) the Pro Forma Prepayment Test Amount is equal to or greater than $150,000,000 on a Consolidated Leverage Ratio pro forma basis for the Measurement Period ended on fiscal quarter during which such Subordinated Indebtedness Prepayment is made and each of the last day next three fiscal quarters (as evidenced, in the case of clauses (Y) and (Z), by a Pro Forma Compliance Certificate and a Prepayment Test Amount Certificate submitted not less than 5 Business Days and not more than 90 days prior to the date of any such Fiscal Quarter of not greater than 5.25:1.00Subordinated Indebtedness Prepayment), in which case, such compliance Subordinated Indebtedness Prepayments pursuant to this clause (ii) may be determined on the basis made in an amount of the financial information most recently delivered up to the Administrative Agent difference (if a positive number) between such Prepayment Test Amount (as measured prior to giving effect to such Subordinated Indebtedness Prepayment) and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated as of the first day of the Measurement Period covered thereby$150,000,000.

Prepayments, Etc. of IndebtednessIndebtedness and Modifications of Certain Debt Instruments. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner (a “Prepayment”) the principal of (1) any Permitted Ratio Debt, (2) any Specified Refinancing Debt that is unsecured or secured on a junior basis to the Second Lien Obligations or any Permitted Other Indebtedness that is unsecured or secured on a junior basis to the Second Lien Obligations or (3) any Specified Affiliate Indebtedness (collectively, together with any Permitted Refinancing of any of the foregoing, “Junior Financing”), or make any payment in violation of any subordination terms of, of any Indebtedness (including, without limitation, under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents)Junior Financing Documentation, except (ai) the a prepayment of Junior Financing made using the portion, if any, of the Cumulative Credit Extensions in accordance with on the terms date of such election that the Borrower elects to apply to this Agreement, (b)(i) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e7.13(a)(i), (c) required mandatory repayments or redemptions such election to be specified in a written notice of Indebtedness outstanding under a Responsible Officer of the Senior Notes Indenture or Borrower calculating in reasonable detail the Refinancing Notes Indenture amount of Cumulative Credit immediately prior to such election and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings amount thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments in an amount not elected to exceed the Available Amountbe so applied; provided that immediately before and immediately after giving effect Pro Forma Effect to any such paymentprepayment, (x) no Default or Event of Default shall have occurred and be continuing and (y) Borrower shall be able to incur at least $1 of Permitted Ratio Debt pursuant to Section 7.03(t); (ii) (A) the repayment, prepayment or refinancing of the any Junior Financing (other than Specified Affiliate Indebtedness) with any Permitted Refinancing or the Net Cash Proceeds of any Permitted Ratio Debt, Permitted Other Second Lien Indebtedness, Incremental Second Lien Term Facilities (provided, that, if such Permitted Other Second Lien Indebtedness or Incremental Second Lien Term Facilities are secured on a pari passu basis with the Second Lien Obligations, the Secured Net Leverage Ratio as at the last day end of the Fiscal Quarter most recently ended fiscal quarter of the Borrower for which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and does not exceed 4.50:1.00 on a Pro Forma Basis) or Permitted Equity Issuance (other than Net Cash Proceeds constituting any Cure Amount) (except to the Lenders extent the Net Cash Proceeds of any such Permitted Equity Issuance have been included in the Cumulative Credit or have been applied to make Investments pursuant to Section 6.01(a7.02(o), to incur Indebtedness pursuant to Section 7.03(v), to make Restricted Payments pursuant to Section 7.06(c) or previously applied to make prepayments, redemptions, repurchases, defeasances or other satisfactions prior to maturity of any Junior Financing pursuant to this Section 7.13) to the extent not required to prepay any Term Loans or the Term Facility pursuant to Section 2.03(b) and (B) the refinancing of any Indebtedness described in the preceding clause (a)(2) with the proceeds of any Specified Refinancing Debt in respect thereof or any Permitted Other Indebtedness that is unsecured or secured on a junior basis to the Second Lien Obligations; (iii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests); (iv) so long as the Second Lien Obligations are concurrently paid in full, a Prepayment in respect of customary asset sale, event of loss or change of control provisions; and (v) in addition to the foregoing, Prepayments of Junior Financings in an unlimited amount shall be permitted, provided, that immediately before and immediately after giving Pro Forma Effect to any such repayment of a Junior Financing the Total Net Leverage Ratio of the Borrower is less than or equal to 3.50:1.00 or (b) as though such payment had been consummated as amend, modify or change in any manner materially adverse to the interests of the first day Administrative Agent, the Collateral Agent or the Lenders any term or condition of the Measurement Period covered therebyany Junior Financing Documentation.

Prepayments, Etc. of Indebtedness. (a) (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled 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 or any other Indebtedness that is subordinated to the Obligations expressly by its terms (other than Indebtedness among the Company and its Restricted Subsidiaries) (collectively, “Junior Financing”), except (A) the refinancing thereof with the Net Cash Proceeds (as defined in the CF Credit Agreement) of any Permitted Refinancing, (B) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company or any of its direct or indirect parents, (C) the prepayment of Indebtedness of the Company or any Restricted Subsidiary owed to Holdings, the Company or a Restricted Subsidiary or the prepayment of any Permitted Subordinated Notes issued by the Company or any Restricted Subsidiary to Holdings, the Company or any Restricted Subsidiary or the prepayment of any Junior Financing with the proceeds of any other Junior Financing otherwise permitted by Section 7.03, (D) so long as the Payment Conditions have been satisfied, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity and (E) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity that do not exceed in the aggregate at any time outstanding $5.0 million; or (ii) make any payment in violation of any subordination terms ofof any Junior Financing Documentation. (b) Amend, modify or change in any Indebtedness (including, without limitation, under manner materially adverse to the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents), except (a) the prepayment interests of the Credit Extensions in accordance with the terms of this Agreement, (b)(i) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale Lenders any term or insurance proceeds condition of any ABL Priority Collateral (as defined in Junior Financing Documentation without the Intercreditor Agreement) and (iii) the prepayment consent of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e), (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments in an amount not to exceed the Available Amount; provided that immediately after giving effect to such payment, as at the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant (not to Section 6.01(a) be unreasonably withheld or (b) as though such payment had been consummated as of the first day of the Measurement Period covered thereby.delayed). SECTION 7.13

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness (including, without limitation, under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents)Indebtedness, except (a) the prepayment of the Credit Extensions Secured Obligations in accordance with the terms of this Agreement, (b)(i) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e), (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (eb) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f6.02(d), (c) if Holdings shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 6.11 after giving effect thereto, prepayments, redemptions, purchases, defeasances and (f) other payments in respect of Indebtedness prior to its scheduled maturity in an aggregate amount not to exceed the Available Amount; provided portion, if any, of the Cumulative Retained Excess Cash Flow Amount at the time of such prepayment, redemption, purchase, defeasance or other payment that Holdings elects to make in reliance on this Section 6.15(c) and (d) so long as (i) no Default shall have occurred and be continuing at the time of any such prepayment, redemption, purchase, defeasance or other payment in respect of Indebtedness prior to its scheduled maturity, or would result therefrom and (ii) both immediately prior to and after giving effect (on a Pro Forma Basis) to any such paymentprepayment, as at redemption, purchase, defeasance or other payment in respect of Indebtedness prior to its scheduled maturity, the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day does not exceed 1.50 to 1.00, any other prepayment, redemption, purchase, defeasance or other payment in respect of such Fiscal Quarter of not greater than 5.25:1.00, such compliance Indebtedness prior to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated as of the first day of the Measurement Period covered therebyits scheduled maturity.

Prepayments, Etc. of IndebtednessDebt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner any Subordinated Debt in excess of the greater of (x) $100 and (y) 18.8% of Adjusted EBITDA for the most recently ended Test Period calculated on a Pro Forma Basis (it being understood that payments of regularly scheduled interest, or make customary AHYDO catch-up payments and mandatory prepayments under any payment in violation of any subordination terms of, any Indebtedness (including, without limitation, under the Senior Notes Documents, the Refinancing Notes such Subordinated Debt Documents and the Permitted Unsecured Debt Documentsshall not be prohibited by this Section 10.2(12)), except for (ai) the prepayment of the Credit Extensions in accordance refinancing thereof with the terms Net Cash Proceeds of this Agreement, any such Debt (b)(i) to the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereofextent such Debt constitutes Refinancing Debt), (ii) the mandatory prepayment conversion thereof to Equity Interests (other than Disqualified Equity Interests) of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale Borrower or insurance proceeds any of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and its direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the prepayment greater of Indebtedness outstanding under (x) $132.75 and (y) 25% of Adjusted EBITDA for the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e)most recently ended Test Period calculated on a Pro Forma Basis, (civ) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture prepayments, redemptions, purchases, defeasances and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings other payments thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly prior to their scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments maturity in an aggregate amount not to exceed the Available Amount; provided that , so long as (A) no Event of Default has occurred and is continuing or would immediately after giving effect result therefrom and (B) solely with respect to such payment, as at the last day use of the Fiscal Quarter Builder Component, the Consolidated Net Debt Leverage Ratio of the Borrower as of the end of the most recently ended for which financial statements have been delivered Test Period, on a Pro Forma Basis, would be no greater than 4.60:1.00, and (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in accordance with Section 6.01(aunlimited amounts, so long as (A) no Event of Default has occurred and is continuing or would immediately result therefrom and (b), Intermediate Holdings and its Subsidiaries shall have a B) the Consolidated Net Debt Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated Borrower as of the first day end of the Measurement Period covered therebymost recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.35:1.00.

Prepayments, Etc. of Certain Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled 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 a Loan Party that is subordinated to the Obligations expressly by its terms (other than Indebtedness among the Borrower and its Restricted Subsidiaries Senior Notes any uneecured Permitted Ratio Debt or any Permitted Refinancing of any subordination terms of, any Indebtedness (including, without limitation, under the Senior Notes Documentsor any unsecured Permitted Ratio Debti (collectively, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents“Junior Financing”), except (ai) the prepayment refinancing there of with any Indebtedness (to the Credit Extensions in accordance with 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 terms of this Agreement, (b)(i) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereofextent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale conversion or insurance proceeds exchange of any ABL Priority Collateral Junior Financing to Equity Interests (as defined in the Intercreditor Agreementother than Disqualified Equity Interests) and of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness outstanding under of the Revolving Credit Agreement and Permitted Refinancings thereof with Borrower or any Restricted Subsidiary to the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e), (c) required mandatory repayments Borrower or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) any Restricted Subsidiary and (fiv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed exceed, when combined with the Available Amount; provided that immediately after giving effect amount of Restricted Payments pursuant to Section 7.06(g), $100,000,000 ~ if (A) the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 44~5.50 to 1.00 and (B) the Secured Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 3.75 to 1.00, the Cumulative Credit at such paymenttime. (b) Amend, as at modify or change in any manner materially adverse to the last day interests of the Fiscal Quarter most recently ended for which financial statements have been delivered Lend ers any term or condition of any Junior Financing Documentation in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day respect of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis any Junior Financing hav ing an aggregate outstanding principal amount in excess of the financial information most recently delivered to Threshold Amount without the consent of the Administrative Agent and the Lenders pursuant to (which consent shall not be unreasonably withheld or delayed). Section 6.01(a) or (b) as though such payment had been consummated as of the first day of the Measurement Period covered thereby.7.14

Prepayments, Etc. of Indebtedness. (a)(i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) the Senior Unsecured Notes, any Permitted Unsecured Debt, any Permitted Subordinated Notes or any other Indebtedness that is subordinated to the Obligations expressly by its terms (other than Indebtedness among the Parent Borrower and its Restricted Subsidiaries) (collectively, “Junior Financing”), except (A) the refinancing thereof with the Net Cash Proceeds of any Permitted Refinancing, (B) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower or any of its direct or indirect parents, (C) the prepayment of Indebtedness of the Parent Borrower or any Restricted Subsidiary owed to Holdings, the Parent Borrower or a Restricted Subsidiary or the prepayment of any Permitted Subordinated Notes issued by the Parent Borrower or any Restricted Subsidiary to Holdings, the Parent Borrower or any Restricted Subsidiary and the prepayment of any other Junior Financing with the proceeds of any other Junior Financing otherwise permitted by Section 7.03, (D) 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) (x) the greater of $40,000,000 and 3.0% of Total Assets, in each case determined at the time of such payment minus (y) the aggregate amount of Restricted Payments made pursuant to Section 7.06(l)(i) and the aggregate outstanding amount of Investments made pursuant to Section 7.02(o)(iii), and (2) if the Senior Secured Leverage Ratio for the most recently ended Test Period immediately preceding such prepayment, redemption, purchase, defeasance or other payment calculated on a pro forma basis for such prepayment, redemption, purchase, defeasance or other payment in accordance with Section 1.07 does not exceed 3.0 to 1.0 on a pro forma basis, the Available Amount at such time and (E) if the Senior Secured Leverage Ratio for the most recently ended Test Period immediately preceding such prepayment, redemption, purchase, defeasance or other payment calculated on a pro forma basis for such prepayment, redemption, purchase, defeasance or other payment in accordance with Section 1.07 does not exceed 3.5 to 1.0 on a pro forma basis, prepayments, redemptions, purchases, defeasances and other payments in respect of the Senior Unsecured Notes or any Permitted Unsecured Debt or (ii) make any payment in violation of any subordination terms of, any Indebtedness (including, without limitation, under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents), except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b)(i) the voluntary prepayment of documentation governing any Permitted Subordinated Notes or any other Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e), (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments in an amount not to exceed the Available Amount; provided that immediately after giving effect to such payment, as at the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered is subordinated to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated as of the first day of the Measurement Period covered therebyObligations expressly by its terms.

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner any Subordinated Debt in an amount that is in excess of $53,000,000 (it being understood that payments of regularly scheduled interest, or make AHYDO payments and mandatory prepayments under any payment in violation such Junior Debt Documents shall not be prohibited by this clause) except for (i) the refinancing thereof with the Net Cash Proceeds of any subordination terms of, any such Indebtedness (including, without limitation, under to the Senior Notes Documents, the Refinancing Notes Documents and the extent such Indebtedness constitutes a Permitted Unsecured Debt DocumentsRefinancing), except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b)(i) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment conversion thereof to Equity Interests (other than Disqualified Equity Interests) of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale Borrower or insurance proceeds any of its direct or indirect parents (or any ABL Priority Collateral (as defined in the Intercreditor Agreement) and Intermediate Holding Company), (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement prepayments, redemptions, purchases, defeasances and Permitted Refinancings other payments thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e), (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly prior to their scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments maturity in an aggregate amount not to exceed (A) the greater of (x) $42,500,000 and (y) 20% of Consolidated EBITDA of the Parents, the Borrower and the Restricted Subsidiaries for the most recently ended Test Period calculated on a Pro Forma Basis, plus (B) the Available Amount; , (provided that immediately after giving effect to such payment, as at the last day time of any such prepayment, redemption, purchase, defeasance or other payment in reliance on clause (b) of the Fiscal Quarter definition of “Available Amount” no Specified Event of Default shall have occurred and be continuing or would result therefrom), plus (C) the Excluded Contribution Amount, and (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (x) no Default or Event of Default has occurred and is continuing and (y) the Total Leverage Ratio of the Parents, the Borrower and the Restricted Subsidiaries as of the end of the most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) or (b)Test Period, Intermediate Holdings and its Subsidiaries shall have on a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not Pro Forma Basis, would be no greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or 3.50:1.00). (b) as though such payment had been consummated as Amend, modify or change in any manner materially adverse to the interests of the first day Lenders any term or condition of any Junior Debt Documents without the consent of the Measurement Period covered thereby.Required Lenders (not to be unreasonably withheld or delayed). Section 7.09 [Reserved]. Section 7.10

Prepayments, Etc. of IndebtednessJunior Financings. Prepay(a) Voluntarily repay, redeem, purchase, defease or otherwise satisfy prior to the scheduled 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 amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) any Indebtedness that is (includingx) subordinated in right of payment to the Obligations expressly by its terms, without limitation, under (y) secured on a junior lien basis to the Senior Notes Documents, Liens securing the Refinancing Notes Documents Obligations (other than Indebtedness among the Borrowers and the Permitted Unsecured Debt Documentsother 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 (ai) the prepayment of the Credit Extensions in accordance refinancing thereof with the terms of this Agreement, (b)(i) the voluntary prepayment of any Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereofpermitted by Section 7.03, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale conversion or insurance proceeds exchange of any ABL Priority Collateral Junior Financing to Equity Interests (as defined in other than Disqualified Equity Interests) of the Intercreditor Agreement) and Parent or any direct or indirect parent entity thereof, (iii) the prepayment prepayment, redemption, purchase, defeasement or satisfaction of Indebtedness outstanding 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”); provided that in no event shall any such payment be permitted under this clause (vi) prior to the Revolving Credit Agreement date the Borrowers have delivered to the Administrative Agent the materials required to be delivered under Section 6.01(b) and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e6.02(a), (c) required mandatory repayments or redemptions in each case, in respect of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d)fiscal quarter ending September 30, 2023, (dvii) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p)[reserved], (eviii) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments in an amount not to exceed the Available Amount; provided that immediately after giving effect Excluded Contribution Amount (other than amounts constituting Cure Amounts or the Cumulative Credit), and (ix) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to such payment, as at the last day their scheduled maturity in an aggregate amount equal to Declined Proceeds. (b) Amend or modify any term or condition of any Junior Financing Documentation in respect of any Junior Financing having an aggregate outstanding principal amount in excess of the Fiscal Quarter most recently ended for which financial statements have been delivered Threshold Amount in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered any manner materially adverse to the Administrative Agent and the interests of Lenders (in their capacity as such) except (x) pursuant to a refinancing, replacement or extension expressly permitted pursuant to Section 6.01(a) 7.03 or (by) as though 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 payment had been consummated as of the first day of the Measurement Period covered thereby.Indebtedness in order to avoid the

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy or obligate itself to do so prior to the scheduled maturity thereof in any mannermanner (including by the exercise of any right of setoff) with respect to any Indebtedness for borrowed money, or make any payment in violation of any subordination subordination, standstill or collateral sharing terms of, of or governing any Subordinated Indebtedness (includingcollectively, without limitation, under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured “Restricted Debt DocumentsPayments”), except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b)(ib) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and in connection with Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e)Convertible Note Refinancings, (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings so long as the conditions set forth in the proviso of Section 7.02(b) are satisfied with respect to such Indebtedness in compliance with Section 7.02(f) repayment or redemption and (fd) payments additional Restricted Debt Payments in an aggregate amount not to exceed $3,000,000 for all such Restricted Debt Payments so long as (i) at the Available Amount; provided that time of making such Restricted Debt Payment, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) on a Pro Forma Basis, immediately after giving effect to the making of such paymentRestricted Debt Payment (together with any related issuance or incurrence of Indebtedness (without netting of any cash proceeds thereof) and the consummation of any other related transaction), the Consolidated Senior Secured Net Leverage Ratio shall be no greater than 1.50:1.00 as at the last day of the Fiscal Quarter end of the most recently ended for which financial statements have been delivered in accordance Measurement Period, and (iii) after giving effect to the making of such Restricted Debt Payments (together with Section 6.01(aany related issuance or incurrence of Indebtedness (without netting of any cash proceeds thereof) or (band the consummation of any other related transaction), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on Loan Parties are in Pro Forma Compliance with the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be financial covenants in Section 7.11 determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated a Pro Forma Basis as of the first day end of the most recently ended Measurement Period covered thereby.Period. 103 174721465

Prepayments, Etc. of IndebtednessDebt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness (includingExisting Senior Convertible Note, without limitationany Senior Secured Note, under the Senior Notes Documentsor any Permitted Subordinated Debt, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents), except other than (a) the any prepayment of Debt owed by any Loan Party to any other Loan Party, (b) any prepayment or redemption of outstanding Senior Secured Notes as required by the Credit Extensions in accordance with Senior Secured Notes Documents as a result of any asset sale, recovery event, change of control or similar event and to the terms of extent permitted by this Agreement and/or the Intercreditor Agreement, (b)(ic) 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 voluntary prepayment Borrower, (e) cash payments in lieu of Indebtedness outstanding under 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 Revolving Credit Agreement Borrower and (f) prepayments, redemptions, defeasances and other satisfactions of Permitted Refinancings thereof in accordance Subordinated Debt with the terms thereofproceeds of other Permitted Subordinated Debt or of Equity Interests (other than Disqualified Equity Interests) of the Borrower, provided, however, that (i) in the case of the preceding clause (b), such exchange shall not result in any Change of Control, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) case of the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e), preceding clause (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) or (e), such exchange (x) is made in satisfaction of any Obligations owed by the prepayment of Borrower under, or in connection with, such Permitted Unsecured Subordinated Debt and Permitted Refinancings thereof with (y) shall not result in any Change of Control and (iii) in the proceeds case of Permitted Refinancings thereof in compliance with Section 7.02(pthe preceding clause (d), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth such cash payment does not exceed in Schedule 7.02 and refinancings and refundings of any calendar year $2,500,000; provided further that such Indebtedness $2,500,000 amount in compliance with Section 7.02(f) and (f) payments in any calendar year may be increased by an amount not to exceed (x) the Available Amount; provided cash proceeds from the sale of capital stock of the Borrower to members of management, directors or consultants (or their heirs or estates) of Borrower and its Subsidiaries that immediately occurs after the date hereof plus (y) the cash proceeds of key man life insurance policies received by the Borrower and 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 such paymentprepayment, repurchase, redemptions, defeasance or other satisfaction, as at the last day case may be. Notwithstanding anything herein to the contrary, cancellation of Debt owing to the Borrower from members of management in connection with a purchase of capital stock of the Fiscal Quarter most recently ended for which financial statements have been delivered Borrower by such members of management (in accordance with an amount not less than such Debt and financed from a source other than such Debt) will not be deemed to constitute a payment in violation of this Section 6.01(a) 6.07 or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated as of the first day of the Measurement Period covered therebyany other provision hereof.

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled 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 of, of or governing any Indebtedness (including, without limitation, under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents)Indebtedness, except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, ; (b)(ib) the voluntary prepayment of First Lien Indebtedness outstanding under or any “Increase” (as defined in the Revolving First Lien Credit Agreement and Permitted Refinancings thereof in accordance with effect as of the terms thereofClosing Date), (ii) provided that any such prepayment made out of the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as such term is defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof shall be applied in accordance with the proceeds terms of Permitted Refinancings thereof in compliance with Section 7.02(e), the Intercreditor Agreement; (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness under the Indebtedness set forth in Schedule 7.02 and refinancings refinancing, replacements, and refundings of such Indebtedness in compliance with Section 7.02(f7.02(b); (d) and any prepayment, redemption, defeasance or satisfaction of intercompany Indebtedness permitted under Section 7.02(d); (e) with respect to any Disposition permitted under Section 7.05, the repayment of the amount of any Indebtedness permitted under Section 7.02 that is secured by a Lien permitted by Section 7.01 on the asset subject to such Disposition that is repaid in connection with such Disposition; (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 (g) subject to any applicable subordination terms thereof and the terms set forth in the definition of “Available Amount,”, payments in an on account of Permitted Earn-Outs, Permitted Seller Debt or Subordinated Debt, provided that the sum of the aggregate amount of such payments made pursuant to this Section 7.14 does not to exceed the Available Amount; provided that immediately after giving effect to such payment, as at the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated as of the first day of the Measurement Period covered thereby.

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any unsecured Indebtedness, junior Lien Indebtedness (including, without limitation, under or any Indebtedness which is contractually subordinated to the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents)Obligations, except (a) the prepayment regularly scheduled payments of the Credit Extensions principal and interest in respect of such Indebtedness in accordance with the terms of, and only to the extent required by, and subject to any subordination provisions contained in, the indenture or other agreement pursuant to which such Indebtedness was issued or incurred or any subordination agreement (including any subordination agreement entered into pursuant to Section 7.02(n)) in respect of this Agreementsuch Indebtedness (provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Indebtedness), (b)(ib) prepayments and repayments of such Indebtedness made from cash of the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereofBorrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (iic) the mandatory prepayment prepayments and repayments of such Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof made with the proceeds of Permitted Refinancings thereof Refinancing Indebtedness in compliance with Section 7.02(e), (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d)respect thereof, (d) following the prepayment Leverage Period Termination Date, prepayments and repayments of Permitted Unsecured Debt such Indebtedness, unless (i) as result thereof and Permitted Refinancings thereof with giving pro forma effect thereto and to any Indebtedness incurred in connection therewith (as though such Indebtedness had been incurred as of the proceeds first day of Permitted Refinancings thereof in compliance with Section 7.02(pthe most recently completed Measurement Period and remained outstanding), the Borrower Leverage Ratio for the most recently completed Measurement Period would be greater than 5.50:1.00, (ii) as result thereof and giving pro forma effect thereto and to any Indebtedness incurred in connection therewith (as though such Indebtedness had been incurred as of the first day of the most recently completed Measurement Period and remained outstanding), the Borrower Interest Coverage Ratio for the most recently completed Measurement Period would be less than 1.75:1.00 or (iii) an Event of Default has occurred and is continuing or would result from such prepayment or repayment, and (e) regularly scheduled other prepayments, repayments, redemptions or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments similar transactions in an amount not to exceed the Available Amount; provided that immediately after giving effect to such payment, as at the last day greater of the Fiscal Quarter most recently ended for (i) $50,000,00060,000,000 and (ii) 1.00% of Total Assets (which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated measured as of the first day date such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to this clause (e)) and (f) prepayments and repayments of the Measurement Period covered thereby.Convertible Senior Notes or the Existing Senior Notes with the proceeds of the Bridge Financing or any Permitted Refinancing Indebtedness in respect of the Bridge Financing. 142

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, manner (it being understood that payments of regularly scheduled interest shall be permitted) the Specified Junior Debt or make any payment in violation of any subordination terms of, of any Permitted Subordinated Indebtedness (including, without limitation, under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents), Documentation except (ai) the prepayment of the Credit Extensions in accordance refinancing thereof with the terms Net Cash Proceeds of this Agreement, (b)(i) any Permitted Subordinated Indebtedness or Excluded Contribution received by the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereofBorrower, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds conversion of any ABL Priority Collateral Permitted Subordinated Indebtedness to Equity Interests (as defined in other than Disqualified Equity Interests of the Intercreditor Agreement) and Borrower or any of its Subsidiaries), (iii) prepayments, redemptions, purchases, defeasances and other payments in respect of any Specified Junior Debt prior to its scheduled maturity in an aggregate amount, together with the prepayment aggregate amount of Indebtedness outstanding under Restricted Payments made pursuant to Section 7.06(j) and together with all prepayments, redemptions, purchases, defeasances and other payments previously made pursuant to this subclause (iii), not to exceed (x) $100,000,000 plus (y) the Revolving Credit Agreement Available CNI Amount, and Permitted Refinancings thereof with (iv) prepayments, redemptions, purchases, defeasances and other payments of the Specified Junior Debt (x) made from the proceeds of a Permitted Refinancings Refinancing thereof in compliance with Section 7.02(e), or (cy) required mandatory repayments to be made upon (A) a Change of Control or redemptions of Indebtedness outstanding under the Senior Notes Indenture (B) an asset sale or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture casualty or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d)condemnation event, (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments in an amount not to exceed the Available Amount; provided that before and immediately after giving effect to such a payment, as at the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered redemption, purchase or defeasance set forth in accordance with Section 6.01(athis clause (a)(iii) or (ba)(iv)(y)(A), Intermediate Holdings and its Subsidiaries no Default or Event of Default shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of exist or would result from such Fiscal Quarter of not greater than 5.25:1.00action, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated as amend, modify or change in any manner materially adverse to the interests of the first day Administrative Agent or the Lenders any term or condition of any documentation governing the Specified Junior Debt without the consent of the Measurement Period covered therebyJoint Lead Arrangers, provided that nothing in this Section 7.12(b) shall prohibit the refinancing, replacement, extension or other similar modification of any Specified Junior Debt to the extent such refinancing, replacement, extension or other similar modification or the incurrence of Specified Junior Debt is otherwise permitted by Section 7.03.

Prepayments, Etc. of Certain Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled 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 Indebtedness (including, without limitation, under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents“Junior Financing”), except (ai) the prepayment of refinancing thereof with any Indebtedness (to the Credit Extensions in accordance with 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 terms of this Agreement, (b)(i) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereofextent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale conversion or insurance proceeds exchange of any ABL Priority Collateral Junior Financing to Equity Interests (as defined in the Intercreditor Agreementother than Disqualified Equity Interests) and of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness outstanding under of the Revolving Credit Agreement and Permitted Refinancings thereof with Borrower or any Restricted Subsidiary to the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e), (c) required mandatory repayments Borrower or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) any Restricted Subsidiary and (fiv) 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 exceed, when combined with the Available Amountamount of Restricted Payments pursuant to Section 7.06(g), $120,000,000 plus the Cumulative Credit at such time; provided that immediately after giving effect to if such paymentprepayment, as at the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered redemption, satisfaction, purchase, defeasance and other payment is being made in accordance with Section 6.01(a) or reliance on either clause (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(aa) or (b) as though such payment had been consummated as of the first day definition of “Cumulative Credit,” the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.75 to 1.00. (b) Amend, modify or change in any manner materially adverse to the interests of the Measurement Period covered thereby.Lenders any term or condition of any Junior Financing Documentation in respect of any Junior Financing having an aggregate outstanding principal amount in excess of the Threshold Amount without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Section 7.14

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation manner (it being understood that payments of any subordination terms of, regularly scheduled principal (to the extent permitted hereunder) and interest shall be permitted) any Indebtedness for borrowed money of a Loan Party that is expressly by its terms subordinated to the Obligations in right of payment (includingall of the foregoing items of Indebtedness, without limitationcollectively, under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents“Junior Financing”), except (ai) the prepayment refinancing or replacement thereof with any Indebtedness that constitutes a Permitted Refinancing; provided, that such Indebtedness shall be subordinated to the Obligations in right of payment on terms at least as favorable to the Credit Extensions Lenders as those contained in accordance with the terms of this Agreementdocumentation governing the Indebtedness being refinanced or replaced, (b)(i) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereoftaken as a whole, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale conversion or insurance proceeds exchange of any ABL Priority Collateral Junior Financing to Equity Interests (as defined in the Intercreditor Agreementother than Disqualified Equity Interests) and of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness outstanding under of the Revolving Credit Agreement Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary to the extent permitted by the subordination provisions contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and Permitted Refinancings thereof other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the proceeds aggregate amount of Permitted Refinancings thereof in compliance with (1) Restricted Payments made pursuant to Section 7.02(e), (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f7.06(i) and (f2) loans and advances to Holdings made pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by Section 7.06(i), not to exceed, from and after the Amendment and Restatement Effective Date, the greater of (i) $100,000,000 and (ii) 5.00% of Total Assets, (v) prepayments, redemptions, purchases, defeasances and other payments after the Amendment and Restatement Effective Date in respect of the Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed the Available Amount; provided that Cumulative Growth Amount immediately prior to the making of such payment and (vi) prepayments, redemptions, purchases, defeasances and other payments in respect of the Junior Financings prior to their scheduled maturity so long as immediately after giving effect to such paymentprepayments, as at redemptions, purchases, defeasances and other payments and the last day application of proceeds therefrom, the Total Net Leverage Ratio of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) Borrower is less than or equal to 3.50 to 1.00 (bcalculated on a Pro Forma Basis), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated as of the first day of the Measurement Period covered thereby.

Prepayments, Etc. of IndebtednessDebt. (i) Prepay, redeem, purchase, call, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, including, without limitation, as a result of an asset sale, change of control or any other event or occurrence, or make any payment in violation of any subordination terms of, any Indebtedness (Debt, including, without limitation, under the Senior Notes DocumentsSubordinated Notes, or make any payment of principal, interest or liquidated damages in respect of the Refinancing Notes Documents and the Permitted Unsecured Debt DocumentsSenior Subordinated Notes, other than (A) as expressly provided in Schedule 4.01(aa), except (aB) the prepayment of the Credit Extensions Advances in accordance with the terms of this Agreement, (b)(iC) so long as no Default or Event of Default shall have occurred and be continuing, or would result therefrom, regularly scheduled payments of interest (but not of principal) in respect of the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof Senior Subordinated Notes in accordance with the terms thereofand conditions of the Senior Subordinated Note Indenture, (iiD) so long as no Default or Event of Default shall have occurred and be continuing, or would result therefrom, the mandatory prepayment redemption of Indebtedness outstanding under up to 35% of the Revolving Credit Agreement solely aggregate original principal amount of the Senior Subordinated Notes plus accrued but unpaid interest thereon in accordance with the sale or insurance terms and conditions of the Senior Subordinated Note Indenture with the net proceeds of any ABL Priority Collateral one or more public offerings of common stock of the Borrower, and (E) so long as no Default or Event of Default shall have occurred and be continuing, or would result therefrom, the payment of Liquidated Damages (as such term is defined in the Intercreditor AgreementSenior Subordinated Note Documents) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e), (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments in an aggregate amount not to exceed $150,000, it being understood that any payment of Liquidated Damages which causes such aggregate amount to exceed $150,000 shall constitute an immediate Event of Default hereunder or (ii) amend, modify or change in any manner any term or condition of any Existing Debt or Surviving Debt, including, without limitation, the Available Amount; provided that immediately after giving effect Senior Subordinated Notes, or (iii) permit any of its Subsidiaries to such payment, as at the last day do any of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater foregoing other than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered repay any Debt payable to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated as of the first day of the Measurement Period covered therebyBorrower.

Prepayments, Etc. of IndebtednessDebt. (i) Prepay, redeem, purchase, defease ------------------------- or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness Debt, other than (including, without limitation, under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents), except (aA) the prepayment of the Credit Extensions Advances in accordance with the terms of this Agreement, (b)(i) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e), (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (eB) regularly scheduled or required repayments or redemptions of Indebtedness set forth Surviving Debt, (C) in Schedule 7.02 and refinancings and refundings 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 Indebtedness in compliance with Section 7.02(fcompany or business to the extent required by the terms of such Debt, (D) and (f) payments in an amount not to exceed the Available Amount; provided that immediately after giving effect to such payment, as at the last day prepayment of any portion of the Fiscal Quarter most recently ended for which financial statements have been delivered 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 6.01(a2.06(b)(ii)(B) and (E) the prepayment, redemption or purchase from time to time after the Fifth Closing Date (whether pursuant to one or more tender offers, through open market purchases or otherwise) of a portion of the Subordinated Notes in accordance with the terms of the Subordinated Notes Indenture governing such Subordinated Notes, the aggregate cost of which shall not exceed the Sub Note Prepayment Amount (each such prepayment, redemption or purchase, a "Subordinated Notes Repurchase") or (b)ii) amend, Intermediate Holdings and modify or change any term ----------------------------- or condition of any Surviving Debt or Subordinated Debt in any manner that would impair in any material respect the value of the interests or rights of the Borrower or any of its Subsidiaries shall have a Consolidated Leverage Ratio for thereunder or that would impair in any material respect the Measurement Period ended on the last day rights or interests of such Fiscal Quarter any Agent or any Lender Party, or permit any of not greater than 5.25:1.00, such compliance its Subsidiaries to be determined on the basis do any of the financial information most recently delivered foregoing other than to prepay any Debt payable to the Administrative Agent and the Lenders pursuant to Section 6.01(a) Borrower or (b) as though such payment had been consummated as of the first day of the Measurement Period covered therebyany other Loan Party.

Prepayments, Etc. of Indebtedness; Amendments. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner any Indebtedness that is expressly subordinated by contract in right of payment to the Obligations (other than intercompany Indebtedness so long as no Default or Event of Default shall have occurred and be continuing) or any Indebtedness that is secured by a second-priority security interest in the Collateral (collectively, together with any Permitted Refinancing of the foregoing, “Junior Financing”) in an aggregate amount in excess of $75,000,000 (it being understood that payments of regularly scheduled interest and principal shall be permitted), or make any payment in violation of any subordination terms of, of any Indebtedness (including, without limitation, under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents)Junior Financing Documentation, except (ai) a prepayment, redemption, purchase, defeasement or other satisfaction of Junior Financing made using the prepayment portion, if any, of the Cumulative Credit Extensions in accordance with on the terms date of such election that the Borrower Representative elects to apply to this Agreement, (b)(i) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e7.13(a)(i), (c) required mandatory repayments or redemptions such election to be specified in a written notice of Indebtedness outstanding under a Responsible Officer of the Senior Notes Indenture or Borrower Representative calculating in reasonable detail the Refinancing Notes Indenture amount of Cumulative Credit immediately prior to such election and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings amount thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments in an amount not elected to exceed the Available Amountbe so applied; provided that (A) immediately before and immediately after giving Pro Forma Effect to such prepayment, no Event of Default shall have occurred and be continuing and (B) immediately after giving effect to any such paymentprepayment, as the Borrower Parties would be permitted to Incur at the last day least $1.00 of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00unsecured Permitted Additional Debt, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment prepayment had been consummated made as of the first day of the Measurement Period applicable four fiscal quarter period covered thereby, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) or the prepayment, redemption, purchase, defeasement or other satisfaction of Junior Financing with the proceeds of Permitted Equity Issuances (other than Cure Amounts) Not Otherwise Applied, (iii) the refinancing of any Junior Financing with any Permitted Refinancing thereof, (iv) the prepayment, redemption, purchase, defeasement or other satisfaction prior to the scheduled maturity of any Junior Financing or Permitted Refinancing thereof, in an aggregate amount not to exceed the greater of $400,000,000 and 6.0% of Consolidated Total Assets (less the aggregate amount of all Restricted Payments made pursuant to Section 7.06(f)(1)) and (v) the prepayment, redemption, purchase, defeasance or other satisfaction of any Indebtedness incurred or assumed pursuant to Section 7.03(b)(xiii); or (b) amend, modify or change any term or condition of any Junior Financing Documentation in an aggregate amount in excess of $75,000,000 or any of its Organization Documents in any manner that is, taken as a whole, materially adverse to the interests of the Administrative Agent or the Lenders.

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness (including, without limitation, under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents)Indebtedness, except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b)(ib) the voluntary prepayment regularly scheduled payments of principal of Indebtedness outstanding under set forth on Schedule 7.02 (other than relating to the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(eBridge Note), (c) required mandatory repayments prepayments or redemptions of Indebtedness outstanding the Senior Notes as required under the Senior Notes Indenture as in effect on the date hereof, (d) refinancings, refundings, extensions or the Refinancing Notes Indenture and the prepayment renewals of Indebtedness outstanding under 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 issuance of additional Senior Notes or (ii) if such reimbursement is not made pursuant to clause (g)(i), the applicable Payment Conditions are satisfied before and after giving effect thereto, (h) the consummation 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 Indenture or (including the Refinancing Notes Indenture repayment of Capitalized Leases relating to such fixed assets) and not with the proceeds of Refinancing Notes in compliance with Section 7.02(dany 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 (dj) prepayments of Indebtedness relating to the prepayment repayment of Permitted Unsecured Debt Capitalized Leases so long as (i) such prepayments are made solely with proceeds from the sale of fixed assets constituting collateral for the Senior Notes and Permitted Refinancings thereof not with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(pany Collateral or (ii) if such prepayments are not made pursuant to clause (j)(i), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 the applicable Payment Conditions are satisfied before and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments in an amount not to exceed the Available Amount; provided that immediately after giving effect to such payment, as at the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated as of the first day of the Measurement Period covered therebythereto.

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled 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 of, of any Indebtedness (including, without limitation, under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents)Subordinated Indebtedness, except (ai) the prepayment of the Credit Extensions in accordance refinancing thereof with the terms proceeds of this Agreement, (b)(i) the voluntary prepayment of any Permitted Subordinated Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance or with the terms thereofproceeds of any issuance of Equity Interests (other than Disqualified Equity Interests) of any Consolidated Company, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds conversion of any ABL Priority Collateral Permitted Subordinated Indebtedness to Equity Interests (as defined in the Intercreditor Agreementother than Disqualified Equity Interests) and (iii) the prepayment so long as no Event of Indebtedness outstanding under the Revolving Credit Agreement Termination has occurred and Permitted Refinancings thereof with the proceeds is continuing or would result therefrom, prepayments, redemptions or repurchases of Permitted Refinancings thereof in compliance with Section 7.02(e), (c) required mandatory repayments or redemptions of Subordinated Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments in an amount not to exceed the Available Amount; provided that immediately if after giving effect to such paymentprepayment, redemption or repurchase, the Leverage Ratio, calculated on a Pro Forma Basis, shall not be greater than 3.25:1 (and, in the case of any such prepayment, redemption or repurchase pursuant to this clause (iii) in respect of aggregate principal amounts exceeding $25,000,000 in any fiscal year, evidenced by a certificate from a Responsible Officer of FNIS demonstrating such compliance calculation in reasonable detail). Annex E to the Guaranty Agreement FORM OF GUARANTY SUPPLEMENT , JPMorgan Chase Bank, N.A., as at Agent [ ] Attention: Re: the last day Receivables Purchase Agreement dated as of October 1, 2009 (the “Receivables Purchase Agreement”) among FIS Receivables SPV, LLC, Fidelity National Information Services, Inc., as servicer, the parties serving as receivables administrators, the purchasers party thereto, and JPMorgan Chase Bank, N.A., as collateral agent and administrative agent Ladies and Gentlemen: Reference is made to (i) the Receivables Purchase Agreement and (ii) the Guaranty Agreement dated as of October 1, 2009, made by the Subsidiary Guarantors party thereto in favor of the Fiscal Quarter most recently ended for which financial statements have been delivered Guaranteed Parties described therein (such Guaranty Agreement, as in accordance effect on the date hereof and as it may hereafter be amended, supplemented or otherwise modified from time to time, together with Section 6.01(a) or this Guaranty Supplement (bthis “Guaranty Supplement”), Intermediate Holdings being the “Guaranty”). The capitalized terms defined in the Guaranty or in the Receivables Purchase Agreement and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) otherwise defined herein are used herein as though such payment had been consummated as of the first day of the Measurement Period covered therebytherein defined.

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any unsecured Indebtedness, junior Lien Indebtedness (including, without limitation, under or any Indebtedness which is contractually subordinated to the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents)Obligations, except (a) the prepayment regularly scheduled payments of the Credit Extensions principal and interest in respect of such Indebtedness in accordance with the terms of, and only to the extent required by, and subject to any subordination provisions contained in, the indenture or other agreement pursuant to which such Indebtedness was issued or incurred or any subordination agreement (including any subordination agreement entered into pursuant to Section 7.02(n)) in respect of this Agreementsuch Indebtedness (provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Indebtedness), (b)(ib) prepayments and repayments of such Indebtedness made from cash of the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereofBorrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (iic) the mandatory prepayment prepayments and repayments of such Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof made with the proceeds of Permitted Refinancings thereof Refinancing Indebtedness in compliance with Section 7.02(e), (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d)respect thereof, (d) following the Leverage Period Termination Date, prepayments and repayments of such Indebtedness, unless (i) as result thereof and giving pro forma effect thereto and to any Indebtedness incurred in connection therewith (as though such Indebtedness had been incurred as of the first day of the most recently completed Measurement Period and remained outstanding), the Borrower Leverage Ratio for the most recently completed Measurement Period would be greater than 5.50:1.00, (ii) as result thereof and giving pro forma effect thereto and to any Indebtedness incurred in connection therewith (as though such Indebtedness had been incurred as of the first day of the most recently completed Measurement Period and remained outstanding), the Borrower Interest Coverage Ratio for the most recently completed Measurement Period would be less than 1.75:1.00 or (iii) an Event of Default has occurred and is continuing or would result from such prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p)or repayment, (e) regularly scheduled other prepayments, repayments, redemptions or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments similar transactions in an amount not to exceed the Available Amount; provided that immediately after giving effect to such payment, as at the last day greater of the Fiscal Quarter most recently ended for (i) $50,000,000 and (ii) 1.00% of Total Assets (which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated measured as of the first day date such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to this clause (e)) and (f) prepayments and repayments of the Measurement Period covered therebyConvertible Senior Notes or the Existing Senior Notes with the proceeds of the Bridge Financing or any Permitted Refinancing Indebtedness in respect of the Bridge Financing.”

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner (including through a sinking fund or similar deposit), or make any payment in violation of any subordination terms of, any Indebtedness (including, without limitation, under the Senior Notes Documentsand any other Pari Passu First Lien Debt (other than the Obligations), the Refinancing Notes Documents and Senior Unsecured Notes, the Convertible Notes, any Permitted Mortgage Debt, any Subordinated Indebtedness, any Junior Lien Debt, any Senior Unsecured Debt Documents)Indebtedness or any Disqualified Stock, except for (a) the prepayment any Permitted Refinancing of the Credit Extensions in accordance with Senior Notes or any other Pari Passu First Lien Debt (other than the terms of this AgreementObligations), the Senior Unsecured Notes, the Convertible Notes, any Permitted Mortgage Debt, any Subordinated Indebtedness, any Junior Lien Debt, any Senior Unsecured Indebtedness or any Disqualified Stock permitted by Section 7.02, (b)(ib) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereofany such prepayment, payment, redemption, purchase, defeasance or other satisfaction (iix) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e), any issuance of Equity Interests (cother than Disqualified Stock) required mandatory repayments of the Borrower or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (dy) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments in an amount not to exceed the Available AmountCumulative Growth Amount immediately prior to the making of such prepayment, payment, redemption, purchase, defeasance or other satisfaction, (c) the conversion or exchange into Equity Interests (other than Disqualified Stock) of the Borrower, (d) any mandatory prepayment of Pari Passu First Lien Debt expressly permitted under the terms of this Agreement, and (e) any repayment, redemption, repurchase, prepayment or other satisfaction of the Senior Notes or the Convertible Notes; provided provided, that (A) no Default shall exist immediately prior to and after giving Pro Forma Effect to any such repayment, redemption, repurchase, prepayment or other satisfaction and (B) after giving effect to any such paymentrepayment, redemption, repurchase, prepayment or other satisfaction, the sum of (1) cash and Eligible Securities of the Borrower and its Restricted Subsidiaries plus (2) the aggregate amount of committed and undrawn credit facilities available on the date of such repayment, redemption, repurchase, prepayment or other satisfaction and permitted to be drawn by Borrower or its Restricted Subsidiaries for the purpose of paying when due the principal of the Senior Notes or the principal amount of the Convertible Notes, as applicable, shall be at the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance least equal to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated as of the first day of the Measurement Period covered thereby$200,000,000.

Prepayments, Etc. of Certain Indebtedness. Prepay, redeem, purchase, defease defease, settle in cash or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner any Indebtedness, or make any payment in violation of any subordination terms of, any Indebtedness (including, without limitation, other than Obligations under the Senior Notes Documents, the Refinancing Notes Loan Documents and the Permitted Unsecured Debt Documentsprepayments of Indebtedness made in order to effect a refinancing of such Indebtedness by other Indebtedness that is permitted under Section 7.01 of this Agreement (each such prepayment, redemption, purchase, defeasement, settlement or satisfaction referred to as an “Indebtedness Prepayment”), except that the Company may make Indebtedness Prepayments so long as (ai) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b)(iA) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of both immediately prior to any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e), (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) Prepayment and (f) payments in an amount not to exceed the Available Amount; provided that immediately after giving effect to such payment, as at Indebtedness Prepayment no Default or Event of Default shall exist and (B) the last day aggregate amount of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) such Indebtedness Prepayments does not exceed $75,000,000 during any fiscal year or (b)ii) both immediately prior to any such Indebtedness Prepayment and after giving effect to such Indebtedness Prepayment: (X) no Default or Event of Default shall exist, Intermediate Holdings (Y) the Company and its Subsidiaries shall have be in Pro Forma Compliance, and (Z) the Pro Forma Prepayment Test Amount is equal to or greater than $150,000,000 on a Consolidated Leverage Ratio pro forma basis for the Measurement Period ended on fiscal quarter during which such Indebtedness Prepayment is made and each of the last day next three fiscal quarters (as evidenced, in the case of clauses (Y) and (Z), by a Pro Forma Compliance Certificate and a Prepayment Test Amount Certificate submitted not less than 5 Business Days and not more than 90 days prior to the date of any such Fiscal Quarter of not greater than 5.25:1.00Indebtedness Prepayment), in which case, such compliance Indebtedness Prepayments pursuant to this clause (ii) may be made in an amount of up to the difference (if a positive number) between such Prepayment Test Amount (as measured prior to giving effect to such Indebtedness Prepayment) and $150,000,000. Notwithstanding the foregoing, in the event the Xxxxxx Acquisition is not consummated or if consummated, the assets and equity acquired are less than all of the assets and equity proposed to be determined on acquired pursuant to the basis terms of the financial information most recently delivered Xxxxxx Acquisition Documents, the Company may redeem up to the Administrative Agent and entire principal amount of the Lenders Senior Notes pursuant to Section 6.01(a) or (b) the "Special Mandatory Redemption" provisions as though set forth in the indentures pursuant to which such payment had been consummated as of the first day of the Measurement Period covered therebySenior Notes are to be issued.

Prepayments, Etc. of Indebtedness. 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 maturity thereof in any manner, manner 112 (whether directly or make any payment in violation of any subordination terms of, indirectly) any Indebtedness for borrowed money, other than (including, without limitation, under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents), except (ai) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b)(i) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereofintercompany Indebtedness, (ii) Indebtedness in connection with a refinancing, refunding, extension or renewal to the mandatory prepayment extent 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 Indebtedness outstanding under the Revolving Credit Agreement solely Disposition 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 sale or insurance proceeds of any ABL Priority Collateral Repurchase Price (as defined in the Intercreditor AgreementConvertible 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 (iii2) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement Borrower and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof its Restricted Subsidiaries are in compliance with the financial covenants contained in Section 7.02(e), 7.11 computed on a pro forma basis (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments in an amount not to exceed the Available Amount; provided that immediately after giving effect to such payment, ) as at the last day of the Fiscal Quarter most recently ended fiscal quarter of the Borrower for which financial statements have been delivered in accordance with pursuant to Section 6.01(a6.01, (vii) the repurchase or redemption, at any time and from time to time, of all or part of the Convertible Senior Notes and/or the Senior Notes, provided that (b)A) no Default shall exist or immediately would result therefrom, Intermediate Holdings (B) the Borrower and its Restricted Subsidiaries shall have be in compliance with the financial covenants contained in Section 7.11 computed on a Consolidated Leverage Ratio for the Measurement Period ended on pro forma basis (giving effect to such payment and any Indebtedness incurred in connection therewith) as at the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis most recently ended fiscal quarter of the Borrower for which financial information most recently statements have been delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a6.01, and (C) immediately after giving effect to such repurchase or (b) as though such payment had been consummated as redemption, the sum of the first day Availability plus unrestricted cash and Cash Equivalents of the Measurement Period covered therebyLoan 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 or exchange for Equity Interests of convertible or exchangeable debt securities permitted under Section 7.03 and customary payments in cash in lieu of fractional shares in connection therewith, and (x) payments with respect to Decommissioning Liabilities.

Prepayments, Etc. of Indebtedness; Amendments. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner any Indebtedness that is expressly subordinated by contract in right of payment to the Obligations (other than intercompany Indebtedness so long as no Default or Event of Default shall have occurred and be continuing and Indebtedness incurred in connection with the Reorganization Transaction or the 2018 Reorganization US-DOCS\90330440.2103232196.9 Transaction) or any Indebtedness that is secured by a second-priority security interest in the Collateral (collectively, together with any Permitted Refinancing of the foregoing, “Junior Financing”) or any Unsecured Financing in an aggregate amount in excess of $75,000,000 (it being understood that payments of regularly scheduled interest and principal shall be permitted), or make any payment in violation of any subordination terms of, of any Indebtedness (including, without limitation, under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents)Junior Financing Documentation, except (ai) a prepayment, redemption, purchase, defeasement or other satisfaction of Junior Financing or Unsecured Financing made using the prepayment portion, if any, of the Cumulative Credit Extensions in accordance with on the terms date of such election that the Borrower Representative elects to apply to this Agreement, (b)(i) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e7.13(a)(i), (c) required mandatory repayments or redemptions such election to be specified in a written notice of Indebtedness outstanding under a Responsible Officer of the Senior Notes Indenture or Borrower Representative calculating in reasonable detail the Refinancing Notes Indenture amount of Cumulative Credit immediately prior to such election and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings amount thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments in an amount not elected to exceed the Available Amountbe so applied; provided that (A) immediately before and immediately after giving Pro Forma Effect to such prepayment, no Event of Default shall have occurred and be continuing and (B) immediately after giving effect to any such paymentprepayment, as at the last day of Dutch BorrowerHoldings and the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Restricted Subsidiaries shall have be in Pro Forma Compliance with a Consolidated First Lien Net Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not no greater than 5.25:1.004.50:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment prepayment had been consummated made as of the first day of the Measurement Period applicable four fiscal quarter period covered thereby, (ii) the conversion of any Junior Financing or Unsecured Financing to Equity Interests (other than Disqualified Equity Interests) or the prepayment, redemption, purchase, defeasement or other satisfaction of Junior Financing or Unsecured Financing with the proceeds of Permitted Equity Issuances (other than Cure Amounts) Not Otherwise Applied, (iii) the refinancing of any Junior Financing or Unsecured Financing with any Permitted Refinancing thereof, (iv) the prepayment, redemption, purchase, defeasement or other satisfaction prior to the scheduled maturity of any Junior Financing, Unsecured Financing or Permitted Refinancing thereof, in an aggregate amount not to exceed (x) $150,000,000 plus (y) the amount, if any, that is then available for Restricted Payments pursuant to Section 7.06(f)(1) (as such amount may be reduced from time to time in accordance with the terms of such Section 7.06(f)(1)) and (v) the prepayment, redemption, purchase, defeasance or other satisfaction of any Indebtedness incurred or assumed pursuant to Section 7.03(b)(xiii); or (b) amend, modify or change any term or condition of any Junior Financing Documentation, any Unsecured Financing Documentation, in each case, in an aggregate amount in excess of $75,000,000 or any of its Organization Documents in any manner that is, taken as a whole, materially adverse to the interests of the Administrative Agent or the Lenders.

Prepayments, Etc. of IndebtednessOF 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 Indebtedness Debt or permit any of its Subsidiaries to do so except (including, without limitation, A) the payment or prepayment of any or all of the Obligations under the Senior Notes First Lien Loan Documents or, Refinanced First Lien Loan Documents, the Refinancing Notes Second Lien Loan Document or the Refinanced Second Lien Loan Documents and the Permitted Unsecured Debt Documents), except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b)(i) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereof, (iiB) subject to the mandatory Third Lien Intercreditor and Subordination Agreement, the payment or prepayment of Indebtedness outstanding any or all of the Obligations under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e)Loan Documents, (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (eC) regularly scheduled or required repayments or redemptions of Indebtedness set forth Surviving 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 Schedule 7.02 and refinancings and refundings any manner any term or condition of any Surviving Debt or permit any of its Subsidiaries to do so, except for any amendment, modification or change of Surviving Debt 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 Indebtedness in compliance with Section 7.02(fSurviving Debt (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing and (fD) payments in an amount will not contain mandatory redemption prepayment covenant or event of default provisions materially more restrictive than the terms of such Surviving Debt prior to exceed the Available Amountdate of such amendment, modification or change; provided that immediately after giving effect to such paymentthat, as at notwithstanding the last day of foregoing, the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings Parent and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day may consummate any Permitted Refinancing, Receivables Financing, Replacement Financing or Existing Debt Refinancing (and thereafter make any regularly scheduled or required repayments or redemptions of Debt incurred in connection with any such Fiscal Quarter of not greater than 5.25:1.00Permitted Refinancing, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) Receivables Financing, Replacement Financing or (b) as though such payment had been consummated as of the first day of the Measurement Period covered therebyExisting Debt Refinancing).

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness (including, without limitation, under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents)Indebtedness, except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b)(i) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e), (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (eb) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f7.02(b), (c) refinancings or replacements of the Convertible Senior Notes in accordance with the terms hereof and (fd) payments the required Beach Instalment Payments. Notwithstanding the foregoing, this Section 7.15 shall not apply to any direct or indirect prepayment, redemption, repurchase, conversion, settlement, amendment, modification, supplement or adjustment with respect to any Permitted Convertible Indebtedness pursuant to its terms unless such prepayment, redemption, repurchase, conversion, settlement, amendment, modification, supplement or adjustment results from a default thereunder or an event of the type that constitutes an Event of Default so long as the Borrower has complied with the Refinancing Condition in an amount not to exceed the Available Amountconnection therewith; provided that immediately after giving effect to such payment, as at the last day extent that the Borrower utilizes clause (a) of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(adefinition of “Refinancing Condition” to satisfy the Refinancing Condition, the Borrower must thereafter satisfy one of clauses (a), (b) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day c) of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on definition each day until the basis occurrence of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated as maturity date of the first day Convertible Senior Notes or the earlier repayment, redemption or conversion in full of the Measurement Period covered therebyConvertible Senior Notes.

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any unsecured Indebtedness, junior Lien Indebtedness (including, without limitation, under or any Indebtedness which is contractually subordinated to the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents)Obligations, except (a) the prepayment regularly scheduled payments of the Credit Extensions principal and interest in respect of such Indebtedness in accordance with the terms of, and only to the extent required by, and subject to any subordination provisions contained in, the indenture or other agreement pursuant to which such Indebtedness was issued or incurred or any subordination agreement (including any subordination agreement entered into pursuant to Section 7.02(n)) in respect of this Agreementsuch Indebtedness (provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Indebtedness), (b)(ib) prepayments and repayments of such Indebtedness made from cash of the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereofBorrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (iic) the mandatory prepayment prepayments and repayments of such Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof made with the proceeds of Permitted Refinancings thereof Refinancing Indebtedness in compliance with Section 7.02(e), (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d)respect thereof, (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p)other prepayments, (e) regularly scheduled repayments, redemptions or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments similar transactions in an amount not to exceed the Available Amount; provided that immediately after giving effect to such payment, as at the last day greater of the Fiscal Quarter most recently ended for (i) $20,000,00050,000,000 and (ii) 1.00% of Total Assets (which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated measured as of the first day date such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to this clause (d)) and (e) prepayments and repayments of the Measurement Period covered therebyConvertible Senior Notes or the Existing Senior Notes with the proceeds of the Bridge Financing or any Permitted Refinancing Indebtedness in respect of the Bridge Financing.

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner any Subordinated Debt (it being understood that payments of regularly scheduled interest, regularly scheduled principal, AHYDO paymentsPayments and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, or make any payment in violation the exchange thereof for, of any subordination terms of, any Indebtedness (including, without limitation, under to the Senior Notes Documents, the Refinancing Notes Documents and the extent such Indebtedness constitutes a Permitted Unsecured Debt Documents), except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b)(i) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(eRefinancing), (c20) required mandatory repayments the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower or redemptions any of Indebtedness outstanding under the Senior Notes Indenture its direct or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d)indirect parents, (d21) the prepayment of Permitted Unsecured Debt prepayments, redemptions, purchases, defeasances and Permitted Refinancings other payments thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly prior to their scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments maturity in an aggregate amount not to exceed (A) the greater of (x) $50,000,000130,000,000 and (y) 13.020.0% of Consolidated EBITDA of the Parent Borrower for the most recently ended Test Period calculated on a Pro Forma Basis, plus (B) the Available Amount; , (provided that immediately after giving effect to such payment, as (x) at the last day time of any such prepayment, redemption, purchase, defeasance and other payment in reliance on clause (b) of the Fiscal Quarter definition of “"Available Amount",” (A) no Specified Event of Default shall have occurred and be continuing or would result therefrom and (B) the Total Leverage Ratio of the Parent Borrower as of the end of the most recently ended for which financial statements have been delivered Test Period, on a Pro Forma Basis, would be no greater than 3.00:1.00 (y) excluding any such prepayment, redemption, purchase, defeasance and other payment made in accordance with Section 6.01(areliance on clause (a) or (bof the definition of “Available Amount”), Intermediate Holdings plus (C) without duplication, the Excluded Contribution Amount (provided that at the time of any such prepayment, redemption, purchase, defeasance and its Subsidiaries other payment in reliance on the definition of “Excluded Contribution Amount,” no Specified Event of Default shall have a Consolidated Leverage Ratio for occurred and be continuing or would result therefrom, plus (C) without duplication, the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00Excluded Contribution Amount), such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent (iv) payments and the Lenders prepayments utilizing amounts otherwise available pursuant to Section 6.01(a7.06, and (iv)(v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (x) no Specified Event of Default has occurred and is continuing and (y) the Total Leverage Ratio of the Parent Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 2.50:1.00). (b) as though such payment had been consummated as Amend, modify or change in any manner materially adverse to the interests of the first day Lenders any term or condition of any Subordinated Debt Documents without the consent of the Measurement Period covered thereby.Required Lenders (not to be unreasonably withheld or delayed). Section 7.09. [Reserved]. 169 #95488248v20

Prepayments, Etc. of IndebtednessJunior Financings. Prepay(a) Voluntarily repay, redeem, purchase, defease or otherwise satisfy prior to the scheduled 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 amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) any Indebtedness that is (includingx) subordinated in right of payment to the Obligations expressly by its terms, without limitation, under (y) secured on a junior lien basis to the Senior Notes Documents, Liens securing the Refinancing Notes Documents Obligations (other than Indebtedness among the Borrowers and the Permitted Unsecured Debt Documentsother 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 (ai) the prepayment of the Credit Extensions in accordance refinancing thereof with the terms of this Agreement, (b)(i) the voluntary prepayment of any Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereofpermitted by Section 7.03, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale conversion or insurance proceeds exchange of any ABL Priority Collateral Junior Financing to Equity Interests (as defined in other than Disqualified Equity Interests) of the Intercreditor Agreement) and Parent or any direct or indirect parent entity thereof, (iii) the prepayment prepayment, redemption, purchase, defeasement or satisfaction of Indebtedness outstanding 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”); provided that in no event shall any such payment be permitted under this clause (vi) prior to the Revolving Credit Agreement date the Borrowers have delivered to the Administrative Agent the materials required to be delivered under Section 6.01(b) and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e6.02(a), (c) required mandatory repayments or redemptions in each case, in respect of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d)fiscal quarter ending September 30, 2023, (dvii) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p)[reserved], (eviii) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments in an amount not to exceed the Available Amount; provided that immediately after giving effect Excluded Contribution Amount (other than amounts constituting Cure Amounts or the Cumulative Credit), and (ix) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to such payment, as at the last day their scheduled maturity in an aggregate amount equal to Declined Proceeds. (b) Amend or modify any term or condition of any Junior Financing Documentation in respect of any Junior Financing having an aggregate outstanding principal amount in excess of the Fiscal Quarter most recently ended for which financial statements have been delivered Threshold Amount in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered any manner materially adverse to the Administrative Agent and the interests of Lenders (in their capacity as such) except (x) pursuant to a refinancing, replacement or extension expressly permitted pursuant to Section 6.01(a) 7.03 or (by) as though 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 payment had been consummated as of Indebtedness in order to avoid the first day of the Measurement Period covered thereby.181