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 unsecured Indebtedness, junior Lien Indebtedness or any Indebtedness which is contractually subordinated to the Obligations, except (a) regularly scheduled payments of 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 such 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) prepayments and repayments of such Indebtedness made from cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (c) prepayments and repayments of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof and (d) other prepayments, repayments, redemptions or similar transactions in an amount not to exceed the greater of (i) $20,000,000 and (ii) 1.00% of Total Assets (which shall be measured as of the date such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to this clause (d)).

Prepayments, Etc. of Indebtedness. . (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner any unsecured Indebtedness permitted to be incurred under Section 7.03(b)(xvii) (collectively, together with any Permitted Refinancing of the foregoing, “Junior Financing”), except (i) a prepayment of Junior Financing; provided that the Specified Transaction Conditions have been satisfied, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests), or (iii) the prepayment of any Junior Financing or Permitted Refinancing thereof, in an aggregate amount not to exceed the amount, if any, that is then available for Restricted Payments pursuant to Section 7.06(f) (as such amount may be reduced from time to time in accordance with the terms of such Section 7.06(f)); (b) make any payment in violation of any subordination terms ofof any Junior Financing Documentation or (c) amend, modify or change in any unsecured Indebtedness, junior Lien Indebtedness or any Indebtedness which is contractually subordinated manner materially adverse to the Obligationsinterests of the Administrative Agent or the Lenders any term or condition of any Junior Financing Documentation. For the avoidance of doubt, except the FILO Loans shall not constitute a Junior Financing. (ab) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled payments principal and interest and mandatory prepayments of principal and interest in respect of such Indebtedness in accordance with the terms ofshall be permitted) any FILO Loans, and only except to the extent required by, and subject the Specified Transaction Conditions are satisfied after giving effect to any subordination provisions contained insuch prepayment, the indenture redemption, purchase, defeasance 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 such Indebtedness (provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum satisfaction of the aggregate principal amount of such Indebtedness), (b) prepayments and repayments of such Indebtedness made from cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (c) prepayments and repayments of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof and (d) other prepayments, repayments, redemptions or similar transactions in an amount not to exceed the greater of (i) $20,000,000 and (ii) 1.00% of Total Assets (which shall be measured as of the date such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to this clause (d))FILO Loans.

Prepayments, Etc. of Indebtedness. Prepay. (a) The Company shall not, nor shall the Company permit any of the Restricted Subsidiaries to, directly or indirectly, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner (it being understood that (A) payments of regularly scheduled principal and interest, (B) customary “AHYDO catchup” payments and (C) any prepayment, redemption, purchase, defeasance or other retirement in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of such prepayment redemption, purchase, defeasance or other retirement thereof shall be permitted), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents and exceeds the Threshold Amount (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of, of any unsecured Indebtedness, junior Lien Indebtedness or any Indebtedness which is contractually subordinated to the ObligationsJunior Financing Documentation, except (ai) regularly scheduled the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and other payments of principal and interest in respect of Junior Financings prior to their scheduled maturity in an amount equal to the sum of (A) the amount of Excluded Contributions previously received and the Company elects to apply under this clause (iv) plus (B) the Cumulative Credit on such Indebtedness date, (v) prepayments, redemptions, purchases, defeasances and other payments in accordance respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed, when combined 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 amount of Restricted Payments pursuant to Section 7.02(n)) in respect of such Indebtedness (provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Indebtedness7.06(h), (b) prepayments and repayments of such Indebtedness made from cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (c) prepayments and repayments of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof and (d) other prepayments, repayments, redemptions or similar transactions in an amount not to exceed the greater of (ia) $20,000,000 200,000,000 and (iib) 1.003.50% of Total Assets and (vi) so long as no Event of Default has occurred and is continuing or would result therefrom, the Company and its Restricted Subsidiaries may make prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings in an unlimited amount so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 3.00:1.00. (b) The Company shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any 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 measured as unreasonably withheld, conditioned or delayed). For purposes of determining compliance with this Section 7.13, in the event that a payment meets the criteria of more than one of the date categories of payments described above, the Company may, in its sole discretion, classify or later divide, classify or reclassify all or a portion of such transaction is consummated payment or any portion thereof in a manner that complies with this Section 7.13 and shall take into account any transaction previously will only be required to include the amount and type of such payment in one or concurrently consummated pursuant to this clause (d))more of the above clauses.

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 payments of regularly scheduled principal and interest shall be permitted) any Junior Financing or make any payment in violation of any subordination terms of, of any unsecured Indebtedness, junior Lien Indebtedness or any Indebtedness which is contractually subordinated to the ObligationsJunior Financing Documentation, except (ai) regularly scheduled payments so long as no Event of principal Default shall have occurred and interest in respect of such Indebtedness in accordance with the terms ofbe continuing or would result therefrom, and only to the extent required byfor an aggregate purchase price, 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 such 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) prepayments and repayments of such Indebtedness made from cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (c) prepayments and repayments of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof and (d) other prepayments, repayments, redemptions or similar transactions in an amount aggregate prepayment amount, not to exceed the greater of (ix) $20,000,000 35,000,000 and (iiy) 1.00% of Total Assets (which shall be measured as of the date end of the Test Period last ended, plus (A) unused amounts available to make Restricted Payments under Section 7.06(f)(i) and (B) an amount equal to the Cumulative Amount as in effect immediately prior to the time of making such transaction is consummated purchase or prepayment; provided that, in the case of any prepayment, redemption, purchase, defeasement or other satisfaction of any Junior Financing under this Section 7.13 made with the Cumulative Amount, the Borrower and its Restricted Subsidiaries shall take into account be in Pro Forma Compliance with the covenants set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction, (ii) a Permitted Refinancing thereof (including through exchange offers and similar transactions), (iii) the conversion of any transaction previously or concurrently consummated pursuant Junior Financing to this clause Equity Interests of Holdings (d))other than Disqualified Equity Interests) and (iv) with respect to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof.

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 subordinated Indebtedness or any Indebtedness which is contractually subordinated incurred pursuant to the ObligationsSection 7.02(j) or (s), except (a) regularly scheduled payments of principal and interest in respect of such Indebtedness in accordance connection with the terms of, and only any Permitted Refinancing thereof that is expressly permitted 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 be incurred or any subordination agreement (including any subordination agreement entered into pursuant to Section 7.02(n)) in respect of such Indebtedness (provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Indebtedness)7.02, (b) prepayments and repayments the conversion of any such Indebtedness made from cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(fEquity Interests (other than Disqualified Equity Interests), (c) prepayments and repayments of such Indebtedness made with respect to intercompany subordinated Indebtedness, to the extent consistent with the proceeds of Permitted Refinancing Indebtedness in respect thereof and terms thereof, (d) other payments of regularly scheduled principal and interest, (e) any purchases of Indebtedness pursuant to offers to purchase required with proceeds of asset sales, casualty events or condemnation events or upon a change of control, which provisions are customary for high yield debt securities (as determined in good faith by the Borrower); provided that the Borrower shall have first complied with the mandatory prepayment provisions hereunder in connection with such asset sales, casualty events and condemnation event or obtained a waiver hereunder in connection with such change of control, as the case may be, and (f) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, prepayments, repaymentsredemption, redemptions purchases, defeasances or similar transactions other satisfaction in an aggregate principal amount not to exceed the greater sum of (iA) Cumulative Retained Excess Cash Flow, (B) the Equity Net Cash Proceeds from the sale or issuance of Qualified Equity Interests of the Borrower that are Not Otherwise Applied and (C) $20,000,000 and (ii) 1.00% of Total Assets (which shall be measured as of the date such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to this clause (d))10,000,000.

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 Junior Indebtedness or make any payment in violation of any subordination terms ofof any Permitted Subordinated Indebtedness (collectively, any unsecured Indebtedness“Restricted Prepayments”), junior Lien Indebtedness or any Indebtedness which is contractually subordinated to the Obligations, except except: (a) regularly scheduled payments of principal and interest in respect of such Indebtedness in accordance the refinancing thereof 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 such 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) prepayments and repayments of such Indebtedness made from net cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (c) prepayments and repayments of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof and (d) other prepayments, repayments, redemptions or similar transactions in an amount not to exceed the greater of (i) $20,000,000 in the case of Permitted Subordinated Indebtedness, any issuance of Qualified Equity Interests or other Permitted Subordinated Indebtedness, (ii) in the case of any other Junior Indebtedness (other than the LPS Notes), any issuance of Qualified Equity Interests, or other Junior Indebtedness incurred under Section 2.16 or permitted under Section 7.03(z) or Section 7.03(aa) and (iii) in the case of the LPS Notes, any issuance of Qualified Equity Interests or other Indebtedness incurred under Section 2.16, Section 7.03(z) or Section 7.03(aa); (b) the conversion of any Junior Indebtedness to Qualified Equity Interests; (c) Restricted Prepayments in reliance on the Available Amount; provided that with respect to Restricted Prepayments made in reliance on the Growth Amount (i) the Borrower would be in Pro Forma Compliance with the covenants set forth in Section 7.10, in each case such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders (either pursuant to Section 6.01(a) or 6.01(b) or in a subsequent delivery of financial information by the Borrower to the Administrative Agent prior to such Restricted Prepayments) and (ii) 1.00% at such time no Event of Total Assets Default shall have occurred and be continuing or would result therefrom; (which shall be measured as of d) the date such transaction is consummated and shall take into account Borrower may make additional Restricted Prepayments in an aggregate amount (when aggregated with any transaction previously or concurrently consummated Investments made pursuant to Section 7.02(s) and any Restricted Payment made under Section 7.06(j)) not to exceed $100,000,000 during the term of this clause Agreement; provided no Event of Default shall have occurred and be continuing or would result therefrom; (d))e) additional Restricted Prepayments so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such Restricted Prepayment, the Leverage Ratio is less than or equal to 3.75:1.00; (f) Restricted Prepayments in connection with the LPS Notes Equity Redemption; (g) Restricted Prepayments as part of an applicable high yield discount obligation catch-up payments; and (h) Restricted Prepayments with respect to intercompany Indebtedness between the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto.

Prepayments, Etc. of Indebtedness. Debt. (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 unsecured Indebtedness, junior Lien Indebtedness or any Indebtedness which is contractually subordinated to the ObligationsDebt, except (aA) regularly scheduled payments the prepayment of principal and interest in respect of such Indebtedness the Advances in accordance with the terms ofof this Agreement, (B) regularly scheduled or required repayments or redemptions of Debt permitted under Section 5.02(b) and (C) (I) any exchange of the 7% Senior Notes for common Equity Interests of the Borrower or (II) the prepayment, redemption, purchase or repayment of the 7% Senior Notes by the Borrower, but only to the extent required bythat such prepayment, redemption, purchase or repayment is made solely with the Net Cash Proceeds of (x) the sale or issuance by any Loan Party or any of its Subsidiaries of any Equity Interests subject to Section 2.06(b)(ii)(C) or (y) the incurrence or issuance of any Debt subject to Section 2.06(b)(ii)(B), and subject in each such case such Net Cash Proceeds are not required to any subordination provisions contained in, be applied as a mandatory prepayment of the indenture or other agreement Facilities pursuant to the terms of Section 2.06(b)(ii), as applicable, or (ii) amend, modify or change in any manner any term or condition of any Surviving Debt or the 7% Senior Notes, other than any amendment, modification or change which such Indebtedness was issued could not be reasonably likely to have a Material Adverse Effect, or incurred or permit any subordination agreement (including of its Subsidiaries to do any subordination agreement entered into pursuant to Section 7.02(n)) in respect of such Indebtedness (provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Indebtedness), foregoing other than to prepay any Debt payable to the Borrower. 16. Sections 5.04(a) and (b) prepayments and repayments of such Indebtedness made from cash of the Borrower that at such time would be permitted Credit Agreement are hereby amended in their entirety to be distributed to Holdings pursuant to Section 7.06(f), (c) prepayments and repayments of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof and (d) other prepayments, repayments, redemptions or similar transactions in an amount not to exceed the greater of (i) $20,000,000 and (ii) 1.00% of Total Assets (which shall be measured read as of the date such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to this clause (d)).follows:

Prepayments, Etc. of Indebtedness. . (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner any of the Senior Subordinated Notes, Existing Notes, Indebtedness incurred pursuant to Section 7.03(b)(ix)(B) or Section 7.03(c)(v) any Permitted Subordinated Indebtedness and any Permitted Holdco Debt (collectively, "JUNIOR FINANCING") or make any payment in violation of any subordination terms of, of any unsecured Indebtedness, junior Lien Indebtedness or any Indebtedness which is contractually subordinated to the ObligationsJunior Financing Documentation, except so long as no Default shall have occurred and is continuing or would result therefrom (ai) regularly scheduled payments the prepayment, redemption, purchase or defeasance thereof with (A) the Net Cash Proceeds of principal and interest in respect of such Indebtedness in accordance with the terms of, and only any Specified Issuance Proceeds Not Otherwise Applied or (B) amounts available 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 make Restricted Payments pursuant to Section 7.02(n)7.06 (d)(ii)(B) in respect of such Indebtedness or (provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Indebtednessg), (bii) prepayments and repayments the conversion of such Indebtedness made from cash of the Borrower that at such time would be permitted any Junior Financing to be distributed to Holdings pursuant to Section 7.06(fEquity Interests (other than Disqualified Equity Interests), (ciii) prepayments scheduled mandatory payments of applicable high yield discount by Holdings on Junior Financing of Holdings on the date that is not prior to the first scheduled interest payment date thereunder after the fifth anniversary of the issuance date and repayments (iv) the purchase or redemption of such Indebtedness made Existing Notes purchased or called for redemption on the Closing Date in connection with the proceeds Transaction and the repurchase of Permitted Refinancing Indebtedness any Existing Notes tendered in respect thereof and (d) other prepayments, repayments, redemptions or similar transactions in an amount not to exceed the greater any change of (i) $20,000,000 and (ii) 1.00% of Total Assets (which shall be measured control offer required as a result of the date such transaction is consummated and shall take into account Transaction or (b) amend, modify or change in any transaction previously manner materially adverse to the interests of the Administrative Agent or concurrently consummated pursuant to this clause (d))the Lenders any term or condition of any Junior Financing Documentation.

Prepayments, Etc. of Indebtedness. Prepay. (a) The Borrower shall not, nor shall the Borrower permit any of the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner (it being understood that (A) payments of regularly scheduled principal and interest shall be permitted, (B) customary “AHYDO catchup” payments and (C) any prepayment, redemption, purchase, defeasance or other retirement in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of such prepayment redemption, purchase, defeasance or other retirement thereof), any subordinated Indebtedness incurred under Section 7.03(g), (q), (s) or (w) or any other Indebtedness that is or is required to be subordinated in right of payment to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of, of any unsecured Indebtedness, junior Lien Indebtedness or any Indebtedness which is contractually subordinated to the ObligationsJunior Financing Documentation, except (ai) regularly scheduled the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), (q), (s) or (w), is permitted pursuant to Section 7.03(g), (q), (s) or (w)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) prepayments or purchases of Junior Financing with Declined Proceeds as required pursuant to the Junior Financing Documentation, (v) prepayments, redemptions, purchases, defeasances and other payments of principal and interest in respect of such Indebtedness Junior Financings prior to their scheduled maturity; provided that the aggregate amount of prepayments, redemptions, purchases, defeasances and other payments in accordance respect of Junior Financings made pursuant to this clause (v) following the Amendment No. 5 Effective Date, when combined with the terms of, and only to amount of Restricted Payments made following 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 Amendment No. 5 Effective Date pursuant to Section 7.02(n7.06(h)) in respect of such Indebtedness (provided that such regularly scheduled payments of principal , shall not exceed 1.00% per annum of the aggregate principal amount of such Indebtedness), (bx) prepayments and repayments of such Indebtedness made from cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (c) prepayments and repayments of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof and (d) other prepayments, repayments, redemptions or similar transactions in an amount not to exceed the greater of (i) $20,000,000 125,000,000 and (ii) 1.003.00% of Consolidated Total Assets plus (which shall be measured as y) the portion, if any, of the Cumulative Credit on such date such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant that the Borrower elects to apply to this clause (da) and (vi) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower and its Restricted Subsidiaries may make prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings in an unlimited amount so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 3.50 to 1.00. (b) The Borrower shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any 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, conditioned or delayed). For purposes of determining compliance with this ‎Section 7.13, in the event that an item of prepayments of Junior Financing meets the criteria of more than one of the categories described above, the Borrower may, in its sole discretion, classify or later divide, classify or reclassify all or a portion of such item of prepayment or any portion thereof in a manner that complies with this Section 7.13 and will only be required to include the amount and type of such prepayment in one or more of the above clauses. In the event that a portion of the prepayment could be classified as incurred under a “ratio-based” basket (giving pro forma effect to the making of such prepayment), the Borrower, in its sole discretion, may classify such portion of such prepayment as having been incurred pursuant to such “ratio-based” basket and thereafter the remainder of the prepayment as having been incurred pursuant to one or more of the other clauses of this Section 7.13 and if any such test would be satisfied in any subsequent fiscal quarter following the relevant date of determination, then such reclassification shall be deemed to have automatically occurred at such time.

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 Junior Indebtedness or make any payment in violation of any subordination terms ofof any Permitted Subordinated Indebtedness (collectively, any unsecured Indebtedness“Restricted Prepayments”), junior Lien Indebtedness or any Indebtedness which is contractually subordinated to except: a. the Obligations, except (a) regularly scheduled payments of principal and interest in respect of such Indebtedness in accordance refinancing thereof 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 such 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) prepayments and repayments of such Indebtedness made from net cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (c) prepayments and repayments of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof and (d) other prepayments, repayments, redemptions or similar transactions in an amount not to exceed the greater of (i) $20,000,000 in the case of Permitted Subordinated Indebtedness, any issuance of Qualified Equity Interests or other Permitted Subordinated Indebtedness, (ii) in the case of any other Junior Indebtedness (other than the LPS Notes), any issuance of Qualified Equity Interests, or other Junior Indebtedness incurred under Section 2.16 or permitted under Section 7.03(z) or Section 7.03(aa) and (iii) in the case of the LPS Notes, any issuance of Qualified Equity Interests or other Indebtedness incurred under Section 2.16, Section 7.03(z) or Section 7.03(aa); b. the conversion of any Junior Indebtedness to Qualified Equity Interests; c. Restricted Prepayments in reliance on the Available Amount; provided that with respect to Restricted Prepayments made in reliance on the Growth Amount (i) the Borrower would be in Pro Forma Compliance with the covenants set forth in Section 7.10, in each case such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders (either pursuant to Section 6.01(a) or 6.01(b) or in a subsequent delivery of financial information by the Borrower to the Administrative Agent prior to such Restricted Prepayments) and (ii) 1.00% at such time no Event of Total Assets Default shall have occurred and be continuing or would result therefrom; d. the Borrower may make additional Restricted Prepayments in an aggregate amount (which shall be measured as of the date such transaction is consummated and shall take into account when aggregated with any transaction previously or concurrently consummated Investments made pursuant to Section 7.02(s) and any Restricted Payment made under Section 7.06(j)) not to exceed $100,000,000 during the term of this clause Agreement; provided no Event of Default shall have occurred and be continuing or would result therefrom; e. additional Restricted Prepayments so long as (d))x) no Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such Restricted Prepayment, the Leverage Ratio is less than or equal to 3.75:1.00; f. Restricted Prepayments in connection with the LPS Notes Equity Redemption; g. Restricted Prepayments as part of an applicable high yield discount obligation catch-up payments; and h. Restricted Prepayments with respect to intercompany Indebtedness between the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto.

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, manner or make any payment in violation of any subordination terms of, any unsecured Indebtedness, junior Lien Indebtedness or any Indebtedness which is contractually subordinated to the Obligations, except (a) regularly scheduled payments any Subordinated Debt or (b) senior unsecured Indebtedness set forth in Section 7.03(j); provided that nothing in this Section shall prohibit Holdings and its Subsidiaries from (i) converting such Indebtedness to Equity Interests or (ii) prepaying such Indebtedness in full with proceeds received from a refinancing of principal and interest in respect such Indebtedness; provided that (A) the amount of such Indebtedness is not increased at the time of such refinancing except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in accordance connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, (B) the terms ofrelating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and only to the extent required byother material terms taken as a whole, of any such refinancing, and subject to of 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 and of any instrument issued in connection therewith, are no less favorable in any material respect to Section 7.02(n)) in respect the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced and the interest rate applicable to any such Indebtedness (provided that such regularly scheduled payments of principal shall refinancing does not exceed 1.00% per annum of the aggregate principal amount of such Indebtedness), (b) prepayments and repayments of such Indebtedness made from cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (c) prepayments and repayments of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof then applicable market interest rate and (dC) other prepayments, repayments, redemptions or similar transactions in an amount not to exceed the greater of (i) $20,000,000 and (ii) 1.00% of Total Assets (which such refinancing shall be measured as on terms and conditions reasonably satisfactory to the Administrative Agent (including, without limitation, satisfactory evidence of the date pro forma compliance with all financial covenants contained in Section 7.11 after giving effect to such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to refinancing of Indebtedness under this clause (dii)).

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) any Permitted Senior Indebtedness or any Junior Financing or make any payment in violation of any subordination terms of, of any unsecured Permitted Subordinated Indebtedness, junior Lien Indebtedness or any Indebtedness which is contractually subordinated to the Obligations, except (ai) regularly scheduled payments of principal and interest in respect of such Indebtedness in accordance the refinancing thereof with the terms ofNet Cash Proceeds of any Permitted Subordinated Indebtedness, and only Permitted Holdco Debt or Permitted Equity Issuance or, in the case of Permitted Senior Indebtedness, other Permitted Senior Indebtedness, Permitted Holdco Debt or Permitted Equity Issuance, in each case to the extent not required by, and subject to prepay 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 Loans pursuant to Section 7.02(n)) in respect of such Indebtedness (provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Indebtedness2.05(b), (bii) prepayments and repayments the conversion of such any 108 Junior Financing or Permitted Senior Indebtedness made from cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), Equity Interests (cother than Disqualified Equity Interests) prepayments and repayments of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof and (diii) other so long as no Event of Default has occurred and is continuing or would result therefrom, prepayments, repayments, redemptions or similar transactions repurchases of Permitted Senior Indebtedness or Junior Financing in an aggregate amount not to exceed $50,000,000 in any fiscal year, or (b) amend, modify or change in any manner materially adverse to the greater of (i) $20,000,000 and (ii) 1.00% of Total Assets (which shall be measured as interests of the date such transaction is consummated and shall take into account Administrative Agent or the Lenders any transaction previously term or concurrently consummated pursuant to this clause (d))condition of any Permitted Senior Indebtedness or any Junior Financing Documentation without the consent of the Administrative Agent.

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 principal, interest and mandatory prepayments shall be permitted), any subordinated Indebtedness incurred under Sections 7.03(a) or any other Indebtedness that is or is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of, of any unsecured Indebtedness, junior Lien Indebtedness or any Indebtedness which is contractually subordinated to the ObligationsJunior Financing Documentation, except (ai) regularly scheduled the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), to the extent not required to prepay any Loans pursuant to Section 2.05(b), or the prepayment thereof with Declined Proceeds, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary to the extent US-DOCS\79529473.13 permitted by the Collateral Documents, (iv) [reserved] and (v) prepayments, redemptions, purchases, defeasances and other payments of principal and interest in respect of such Indebtedness Junior Financings prior to their scheduled maturity in accordance an aggregate amount, together with the terms of, and only to the extent required by, and subject to any subordination provisions contained in, the indenture or other agreement aggregate amount of (1) Restricted Payments made pursuant to which such Indebtedness was issued or incurred or any subordination agreement Section 7.06(o) and (including any subordination agreement entered into 2) loans and advances to Holdings made pursuant to Section 7.02(n)) in respect of such 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) prepayments and repayments of such Indebtedness made from cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (c) prepayments and repayments of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof and (d) other prepayments, repayments, redemptions or similar transactions in an amount not to exceed the sum of (A) the greater of (i) $20,000,000 75,000,000 and (ii) 1.002% of Total Assets Assets, (which shall be measured B) the amount of the Net Cash Proceeds of Permitted Equity Issuances contributed to the Borrower that are Not Otherwise Applied, (C) if, as of the date last day of the immediately preceding Test Period (after giving Pro Forma Effect to such transaction prepayments, redemptions, purchases, defeasances and other payments), the Borrower is consummated and shall take into account any transaction previously or concurrently consummated pursuant to this in compliance with the Senior Secured Leverage Test, without duplication of clause (d))B) above, the Available Amount that is Not Otherwise Applied and (D) Declined Proceeds; provided, that the restrictions in this Section 7.12 shall not apply to any prepayment, redemption, purchase, defeasance or any other satisfaction of any Junior Financing consummated within a period of 12 months prior to the scheduled maturity thereof, so long as such Junior Financing is scheduled to mature prior to the Maturity Date.

Prepayments, Etc. of IndebtednessJunior Financing. 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 IndebtednessJunior Financing, junior Lien Indebtedness or any Indebtedness which is contractually subordinated to the Obligations, except except: (a) regularly scheduled payments the conversion of principal any such Indebtedness to Equity Interests; (b) any Refinancings of any such Indebtedness with Permitted Refinancing Indebtedness to the extent permitted by ‎Section 7.02; (c) prepayments, redemptions, purchases, defeasances or other satisfactions of Junior Financings by the Borrower and interest its Subsidiaries for consideration in an aggregate amount not to exceed $50,000,000 minus (i) the amount of all Restricted Payments made pursuant to ‎Section 7.06(i) minus (ii) the amount of all Investments made pursuant to ‎Section 7.03(p); (d) prepayments, redemptions, purchases, defeasances or other satisfactions of Junior Financings by the Borrower and its Subsidiaries not otherwise permitted under this ‎Section 7.15; provided that, with respect to each prepayment, redemption, purchase, defeasance or other satisfaction made pursuant to this ‎Section 7.15(d), (i) immediately before and immediately after giving pro forma effect to any such Investment, no Default or Event of Default shall have occurred and be continuing and (ii) immediately after giving effect to such prepayment, redemption, purchase, defeasance or other satisfaction, the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with a Consolidated Leverage Ratio of 2.00:1.00; and (e) repayments or prepayments of intercompany subordinated 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 such 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) prepayments and repayments of such Indebtedness made from cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (c) prepayments and repayments of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof and (d) other prepayments, repayments, redemptions or similar transactions in an amount not to exceed the greater of (i) $20,000,000 and (ii) 1.00% of Total Assets (which shall be measured as of the date such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to this clause (d))Intercompany Note.

Prepayments, Etc. of IndebtednessOF INDEBTEDNESS. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, manner or make any payment in violation of any subordination terms of, any unsecured Indebtedness, junior Lien Indebtedness or any Indebtedness which is contractually subordinated to the Obligations, except (a) regularly scheduled payments any Subordinated Debt or (b) senior unsecured Indebtedness set forth in Section 7.03(j); provided that nothing in this Section shall prohibit Holdings and its Subsidiaries from (i) converting such Indebtedness to Equity Interests or (ii) prepaying such Indebtedness in full with proceeds received from a refinancing of principal and interest in respect such Indebtedness; provided that (A) the amount of such Indebtedness is not increased at the time of such refinancing except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in accordance connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, (B) the terms ofrelating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and only to the extent required byother material terms taken as a whole, of any such refinancing, and subject to of 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 and of any instrument issued in connection therewith, are no less favorable in any material respect to Section 7.02(n)) in respect the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced and the interest rate applicable to any such Indebtedness (provided that such regularly scheduled payments of principal shall refinancing does not exceed 1.00% per annum of the aggregate principal amount of such Indebtedness), (b) prepayments and repayments of such Indebtedness made from cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (c) prepayments and repayments of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof then applicable market interest rate and (dC) other prepayments, repayments, redemptions or similar transactions in an amount not to exceed the greater of (i) $20,000,000 and (ii) 1.00% of Total Assets (which such refinancing shall be measured as on terms and conditions reasonably satisfactory to the Administrative Agent (including, without limitation, satisfactory evidence of the date pro forma compliance with all financial covenants contained in Section 7.11 after giving effect to such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to refinancing of Indebtedness under this clause (dii)).

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 unsecured Indebtedness, junior Lien Indebtedness or any Indebtedness which is contractually subordinated to the Obligations, except (a) regularly scheduled payments of 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 such Indebtedness (provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Indebtednessconstitutes a Permitted Refinancing), (bii) prepayments and repayments the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of such Indebtedness made from cash a Borrower or any of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(fits direct or indirect parents (or any Intermediate Holding Company), (ciii) prepayments prepayments, redemptions, purchases, defeasances and repayments other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the greater of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof (x) $42,500,000 and (dy) 20% of Consolidated EBITDA of the Parents, the Borrowers and the Restricted Subsidiaries for the most recently ended Test Period calculated on a Pro Forma Basis, plus (B) the Available Equity Amount plus (C) the Excluded Contribution Amount and (iv) other prepayments, repaymentsredemptions, redemptions purchases, defeasances and other payments thereof prior to their scheduled maturity so long as the Payment Conditions calculated on a Pro Forma Basis have been satisfied at the time of such prepayment, redemption, purchase, defeasance or similar transactions in an amount not to exceed the greater of (i) $20,000,000 and (ii) 1.00% of Total Assets (which shall be measured as of the date such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to this clause (d)).other payment. 149

Prepayments, Etc. of IndebtednessOF 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 or make any Indebtedness which is contractually subordinated to the Obligationsother payment of Subordinated Debt, except (a) regularly scheduled payments the prepayment of principal and interest in respect of such Indebtedness the Credit Extensions 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 such Indebtedness (provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Indebtedness)this Agreement, (b) prepayments regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and repayments refinancings and refundings of such Indebtedness made from cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to in compliance with Section 7.06(f7.02(e), (c) prepayments so long as no Event of Default has occurred and is continuing, repayments of such Indebtedness made permitted by Section 7.02(a) and Section 7.02(h)-(k) in the ordinary course of business, (d) regularly scheduled interest payments on the Senior Notes, (e) so long as no Default has occurred and is continuing or would be caused thereby, (i) regularly scheduled interest payments on the Convertible Notes, (ii) cash settlement of fractional shares upon the conversion of any Convertible Note and (iii) issuances of stock as a result of the conversion of any Convertible Note into stock and (f) the redemption or cash settlement of the Convertible Notes by the Company through the exercise of its call rights, or the conversion of the Convertible Notes into cash at the option of the Company, in accordance with the terms of the Convertible Note Documents with the proceeds of Permitted Refinancing (A) Subordinated Debt (including new convertible senior subordinated debentures) on terms and conditions no less onerous than in the current Convertible Note Documents or otherwise reasonably acceptable to the Arrangers, (B) senior secured Indebtedness in respect thereof permitted by the terms of Section 7.02 (other than Indebtedness under this Agreement); provided that, after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, the ratio of EBITDA to Indebtedness of the Company and its Subsidiaries that is secured by a first priority Lien shall not exceed 2.00:1.00, (C) senior unsecured debt; provided that, after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, the Consolidated Leverage Ratio shall be less than 2.50:1.00 and (dD) other prepaymentscash on hand; provided that, repaymentsafter giving effect to such payments on a Pro Forma Basis, redemptions or similar transactions in an amount not to exceed the greater of (i) $20,000,000 and (ii) 1.00% of Total Assets (which Consolidated Leverage Ratio shall be measured as of the date such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to this clause (d)).less than 2.00:1.00. 169 [Published CUSIP Number: ____]

Prepayments, Etc. of 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 interest and any mandatory payment of applicable high yield discount shall be permitted) the Senior Subordinated Notes, any Permitted Subordinated Indebtedness, any Permitted Holdco Debt or any other subordinated Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms ofof any Junior Financing Documentation, except (i) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, (x) for an aggregate purchase price not in excess of the Cumulative Growth Amount immediately prior to the time of such prepayment, redemption or repurchase or (y) the refinancing thereof with the Net Cash Proceeds of any unsecured Indebtedness, junior Lien Permitted Subordinated Indebtedness or any Indebtedness which is contractually subordinated to the Obligations, except Permitted Holdco Debt (a) regularly scheduled payments of 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 Net Cash Proceeds from such Indebtedness was issued or incurred or any subordination agreement (including any subordination agreement entered into pursuant to Section 7.02(n)Permitted Holdco Debt do not constitute Designated Holdco Debt Proceeds) in respect of such 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) prepayments and repayments of such Indebtedness made from cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (c) prepayments and repayments of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof and (d) other prepayments, repayments, redemptions or similar transactions in an amount not to exceed the greater of (i) $20,000,000 and (ii) 1.00% the conversion of Total Assets any Junior Financing to Equity Interests (which shall be measured as other than Disqualified Equity Interests), or (b) amend, modify or change in any manner materially adverse to the interests of the date such transaction is consummated and shall take into account Administrative Agent or the Lenders any transaction previously term or concurrently consummated pursuant to this clause (d))condition of any Junior Financing Documentation without the consent of the Administrative Agent.

Prepayments, Etc. of Indebtedness. Prepay. (a) Neither Holdings nor any of the Restricted Subsidiaries shall, directly or indirectly, 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 and interest shall be permitted), the Mezzanine Facility, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated (in right of payment or as to Collateral) to the Obligations pursuant to the terms of the Loan Documents (other than any Indebtedness of Holdings or any Restricted Subsidiary owing to Holdings or any Restricted Subsidiary) (collectively, “Junior Financing”) or make any payment in violation of any subordination terms ofof any Junior Financing Documentation, except: (i) the refinancing thereof with the Net Proceeds of any unsecured Indebtedness, junior Lien Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any Indebtedness which is contractually subordinated to the Obligationsof its direct or indirect parents, (iii) prepayments, except (a) regularly scheduled redemptions, purchases, defeasances and other payments of principal and interest in respect of such Indebtedness Junior Financings prior to their scheduled maturity in accordance an aggregate amount not to exceed, when combined 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 such 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) prepayments and repayments of such Indebtedness made from cash of the Borrower that at such time would be permitted to be distributed to Holdings Restricted Payments pursuant to Section 7.06(f), the sum of (cx) prepayments $50,000,000 and repayments (y) the portion, if any, of the Cumulative Credit on such date that the Borrowers elect to apply to this paragraph, in each case provided that no Default has occurred and is continuing or would result therefrom; provided that for purposes of calculating the Cumulative Credit under this clause (y), the amounts described in clause (a) of the definition of “Cumulative Credit” shall be included in such calculation subject to compliance with, at the time of any such prepayments, redemptions, purchases, defeasances and other payments and after giving effect thereto, a Consolidated Total Net Leverage Ratio, calculated on a Pro Forma Basis, that is equal to or less than 5.00 to 1.00, and (iv) additional prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings, so long as the Consolidated Total Net Leverage Ratio, immediately after giving Pro Forma Effect thereto and to making thereof, is no greater than 4.00 to 1.00. (b) Neither Holdings nor any of the Restricted Subsidiaries shall amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation and, without the prior written consent of the Administrative Agent, the Junior Financing Documentation shall not be amended, restated, supplemented or otherwise modified, or entered into, and no Indebtedness under the Junior Financing Documentation may be Refinanced, to the extent such amendment, restatement, supplement or modification or Refinancing, or the terms of such new Junior Financing Documentation, would (i) add any financial maintenance covenant other than that existing under this Agreement, or cause the limits under such covenant to be less than 0.25x less restrictive than the corresponding covenant in this Agreement, (ii) add to or change negative covenants in a manner making them more restrictive in any material respect than this Agreement, (iii) change any default or event of default provisions set forth in the Junior Financing Documentation such that an event of default could occur where none exists under this Agreement (other than pursuant to Section 8.01(e) hereof), (iv) change the redemption, prepayment or defeasance provisions set forth in the Junior Financing Documentation to require any redemption, prepayment or defeasance prior to the date that is 90 days after the Latest Maturity Date at such time, (v) add to the Collateral under the Junior Financing Documentation other than as specifically provided by the Junior Lien Intercreditor Agreement (or the Existing Intercreditor Agreement, if applicable) or (vi) otherwise increase the obligations of the Borrowers or the other loan parties thereunder (except as permitted by Section 7.03) or confer additional rights on the holders of such Indebtedness made with in a manner materially adverse to the proceeds of Permitted Refinancing Indebtedness in respect thereof and (d) other prepayments, repayments, redemptions or similar transactions in an amount not to exceed the greater of (i) $20,000,000 and (ii) 1.00% of Total Assets (which shall be measured as of the date such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to this clause (d))Secured Parties.

Prepayments, Etc. of Indebtedness. PrepayVoluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the date that is six months prior to the scheduled maturity thereof in any manner, manner (it being understood that payments of regularly scheduled interest and mandatory prepayments shall be permitted) the principal amount in respect of any Junior Indebtedness with an outstanding principal amount exceeding the Threshold Amount or make any payment in violation of any subordination terms ofof any such Junior Indebtedness (collectively, any unsecured Indebtedness“Restricted Prepayments”), junior Lien Indebtedness or any Indebtedness which is contractually subordinated to the Obligations, except except: (a) regularly scheduled payments of principal and interest in respect of such Indebtedness in accordance the refinancing thereof with the terms of, and only net cash proceeds of (i) any issuance of Qualified Equity Interests of the Borrower (or Parent Entity thereof) to the extent required by, and subject to any subordination provisions contained in, the indenture not otherwise applied under this Agreement or other agreement pursuant to which such constituting a Cure Amount or (ii) Indebtedness was issued or incurred or any subordination agreement (including any subordination agreement entered into pursuant to Section 7.02(n)) in respect that constitutes a Permitted Refinancing of such Indebtedness (provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Junior Indebtedness), ; (b) prepayments and repayments the conversion of such any Junior Indebtedness made from cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), Qualified Equity Interests; (c) prepayments and repayments of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof and (d) other prepayments, repayments, redemptions or similar transactions Restricted Prepayments in an amount not to exceed the Available Amount; provided that with respect to Restricted Prepayments made in reliance on the Growth Amount, no Event of Default shall result therefrom; (d) Restricted Prepayments in an aggregate amount not to exceed (i) (A) the greater of (i1) $20,000,000 260,000,000 and (2) 35.0% of Consolidated EBITDA of the Borrower for the most recently ended Test Period minus (B) Investments made pursuant to ‎Section 7.02(s)(ii); (ii) 1.00(A) the greater of (1) $295,000,000 and (2) 40.0% of Total Assets (which shall be measured as Consolidated EBITDA of the date such transaction is consummated and shall take into account Borrower for the most recently ended Test Period minus (B) the amount of any transaction previously or concurrently consummated pursuant to this clause (d)).161

Prepayments, Etc. of Subordinated Indebtedness. . (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner (it being understood that subject to the terms of the applicable intercreditor or subordination agreement, or make any payment payments of regularly scheduled principal, 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, “Junior Financing”), in each case, in an amount in excess of the Threshold Amount except (i) the refinancing thereof with the Net Proceeds of any unsecured IndebtednessIndebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing) and, junior Lien if such Indebtedness was originally incurred under Section 7.03(g), (v) or (z), is permitted pursuant to Section 7.03(g), (v) or (z), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion or exchange of any Junior Financing to Qualified Equity Interests of Holdings or any Indebtedness which is contractually subordinated of its direct or indirect parents, (iii) subject to the Obligationsterms of the Intercompany Note, except the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary and (aiv) regularly scheduled repayments, redemptions, purchases, defeasances and other payments of principal and interest in respect of such Indebtedness in accordance with the terms of, and only Junior Financings prior 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 such Indebtedness (provided that such regularly their scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Indebtedness), (b) prepayments and repayments of such Indebtedness made from cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (c) prepayments and repayments of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof and (d) other prepayments, repayments, redemptions or similar transactions maturity in an aggregate amount not to exceed the sum of (1) the greater of (x) $150,000,000550,000,000 and (y) 15.050.0 % of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09), (2) the Cumulative Credit at such time; provided that (x)solely in the case of the portion of the Cumulative Credit attributable to clause (b) thereof, no Event of Default under Section 8.01(a) or 8.01(f) exists or would result from the making of such repayment, redemption, purchase, defeasance or other payment and (y) in respect of repayments, redemptions, purchases, defeasances and other payments using clause (c) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00, in respect of Junior Financings, (3) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (a)(3) to the extent such repayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings is made within 12 months of the date of designation of such Available Excluded Contribution Amount and (4) so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, additional amounts so long as, after giving effect to such repayment, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of (i) $20,000,000 and any Junior Financing Documentation in respect of any Junior Financing having an aggregate outstanding principal amount in excess of the Threshold Amount or (ii) 1.00% any Organization Documents of Total Assets any Loan Party, in each case without the consent of the Administrative Agent (which consent shall not be measured as unreasonably withheld, delayed or conditioned). Notwithstanding anything to the contrary in any Loan Document, the Borrower may make regularly scheduled payments of interest and fees on any Junior Financing, and may make any payments required by the terms of such Indebtedness in order to avoid the application of Section 163(e)(5) of the date Code to such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to this clause (d))Indebtedness.

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, any (x) Indebtedness that is contractually subordinated in right of payment to the Obligations expressly by its terms and/or (y) Indebtedness secured by a Lien on any of the Collateral contractually ranking junior to the Liens on the Collateral securing the Secured Obligations (each a “Junior Financing”), except: (a) the refinancing thereof with any Junior Financing in accordance with Section 7.01; (b) the conversion or make exchange of any payment Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents; (c) payments expressly permitted by any applicable subordination or intercreditor agreement (including, to the extent permitted thereunder, payments of any regularly scheduled principal, interest, mandatory prepayments or redemptions, mandatory offers to purchase, fees (including closing and consent fees), expenses and indemnification obligations); (d) any prepayments, redemptions, purchases, defeasements or other satisfactions with respect to such Junior Financing not in violation of any subordination terms ofor intercreditor agreement so long as, any unsecured Indebtednessimmediately before and after giving effect to such prepayment, junior Lien Indebtedness or any Indebtedness which is contractually subordinated to the Obligationsredemption, except (a) regularly scheduled payments of principal and interest in respect of such Indebtedness in accordance with the terms ofpurchase, and only to the extent required by, and subject to any subordination provisions contained in, the indenture defeasement or other agreement pursuant satisfactions with respect 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 such Indebtedness (provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Indebtedness)Junior Financing, (b) prepayments and repayments of such Indebtedness made from cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (c) prepayments and repayments of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof and (d) other prepayments, repayments, redemptions or similar transactions in an amount not to exceed the greater of (i) $20,000,000 no Event of Default shall have occurred and be continuing and (ii) 1.00% of Total Assets (which shall be measured on a Pro Forma Basis as of the date such transaction is consummated last day of the most recently ended Measurement Period, Holdings and its Subsidiaries shall take into account any transaction previously be in compliance with the financial covenants set forth in Section 7.11 for the most recently completed Measurement Period on a Pro Forma Basis; and (e) so long as no Event of Default exists or concurrently consummated pursuant would result therefrom, “AHYDO” catch up payments relating to this clause (d))subordinated or Junior Financing Indebtedness permitted under Section 7.02 may be made.

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 subordinated Indebtedness or any Indebtedness which is contractually subordinated incurred pursuant to the ObligationsSection 7.02(j) or (s), except (a) regularly scheduled payments of principal and interest in respect of such Indebtedness in accordance connection with the terms of, and only any Permitted Refinancing thereof that is expressly permitted 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 be incurred or any subordination agreement (including any subordination agreement entered into pursuant to Section 7.02(n)) in respect of such Indebtedness (provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Indebtedness)7.02, (b) prepayments and repayments the conversion of any such Indebtedness made from cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(fEquity Interests (other than Disqualified Equity Interests), (c) prepayments and repayments of such Indebtedness made with respect to intercompany subordinated Indebtedness, to the extent consistent with the proceeds of Permitted Refinancing Indebtedness in respect thereof and terms thereof, (d) other payments of regularly scheduled principal and interest, (e) any purchases of Indebtedness pursuant to offers to purchase required with proceeds of asset sales, casualty events or condemnation events or upon a change of control, which provisions are customary for high yield debt securities (as determined in good faith by the Borrower); provided that the Borrower shall have first complied with the mandatory prepayment provisions hereunder in connection with such asset ales, casualty events and condemnation event or obtained a waiver hereunder in connection with such change of control, as the case may be, and (f) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, prepayments, repaymentsredemption, redemptions purchases, defeasances or similar transactions other satisfaction in an aggregate principal amount not to exceed the greater sum of (iA) 100% of Cumulative Excess Cash Flow that is Not Otherwise Applied, (B) the Equity Net Cash Proceeds from the sale or issuance of Qualified Equity Interests of the Borrower that are Not Otherwise Applied and (C) $20,000,000 and (ii) 1.00% of Total Assets (which shall be measured as of the date such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to this clause (d))10,000,000.

Prepayments, Etc. of IndebtednessJunior Financing. 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 IndebtednessJunior Financing, junior Lien Indebtedness or any Indebtedness which is contractually subordinated to the Obligations, except except: (a) regularly scheduled payments the conversion of principal any such Indebtedness to Equity Interests; (b) any Refinancings of any such Indebtedness with Permitted Refinancing Indebtedness to the extent permitted by Section 7.02; (c) prepayments, redemptions, purchases, defeasances or other satisfactions of Junior Financings by the Borrower and interest its Subsidiaries for consideration in an aggregate amount not to exceed $50,000,000 minus (i) the amount of all Restricted Payments made pursuant to Section 7.06(i) minus (ii) the amount of all Investments made pursuant to Section 7.03(p); (d) prepayments, redemptions, purchases, defeasances or other satisfactions of Junior Financings by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.15; provided that, with respect to each prepayment, redemption, purchase, defeasance or other satisfaction made pursuant to this Section 7.15(d), (i) after giving pro forma effect to any such Investment, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such prepayment, redemption, purchase, defeasance or other satisfaction, the Borrower and its Subsidiaries shall be in compliance, on a pro forma basis, with a Consolidated Leverage Ratio of 2.00:1.00; and (e) repayments or prepayments of intercompany subordinated 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 such 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) prepayments and repayments of such Indebtedness made from cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (c) prepayments and repayments of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof and (d) other prepayments, repayments, redemptions or similar transactions in an amount not to exceed the greater of (i) $20,000,000 and (ii) 1.00% of Total Assets (which shall be measured as of the date such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to this clause (d))Intercompany Note.

Prepayments, Etc. OF INDEBTEDNESS. (a) Except for (i) refinancings permitted by Sections 7.05(f), (ii) a call of, or tender for, all or substantially all of the Senior Subordinated Notes using any combination of an issuance of Refinancing Indebtedness and Loans hereunder (including pursuant to the utilization of the increase option provided in Section 2.16), (iii) the prepayment of the Seller Financed 101 Indebtedness. Prepay, (iv) the prepayment of Acquired Indebtedness, and (v) other prepayments of Indebtedness incurred after the Closing Date in an aggregate principal amount during any fiscal year of SEI not to exceed $25,000,000 plus any portion of prepayments permitted but not made in prior fiscal years, 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; provided that SEI may purchase outstanding Senior Subordinated Notes in the open market from time to time so long as (A) after making each such purchase, junior Lien Indebtedness no Default or Event of Default has occurred and is continuing or would result from such purchase, (B) after making any purchase that, when combined with all other such purchase made since the Closing Date, exceeds an aggregate repurchase amount of $5,000,000 or any Indebtedness which is contractually subordinated integral multiple of $5,000,000 in excess thereof, SEI delivers to the ObligationsAdministrative Agent a calculation showing that, except (a) regularly scheduled payments of principal and interest in respect of after giving pro forma effect to such Indebtedness in accordance with purchase, the terms ofConsolidated Senior Secured Leverage Ratio is less than the maximum permitted by Section 7.01(b), and only to the extent required by(C) after making each such purchase, and subject to Available Liquidity is not less than $25,000,000. (b) Amend, modify or change in any subordination provisions contained inmanner any term or condition of any Indebtedness other than amendments, the indenture modifications or other agreement pursuant to which such Indebtedness was issued or incurred or any subordination agreement changes (including any subordination agreement entered into i) pursuant to Section 7.02(n)7.05(f) or that otherwise meet the requirements in respect the proviso to clause (f) of such Section 7.05 (as if the amended, modified or changed terms or conditions were contained in Indebtedness (provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of extending, renewing, refunding or refinancing such Indebtedness), (bii) prepayments and repayments of such with respect to any Indebtedness made from cash of incurred after the Borrower Closing Date that at such time would be was permitted to be distributed to Holdings incurred pursuant to Section 7.06(f)7.05 without the approval of the terms thereof by the Administrative Agent, (c) prepayments and repayments of so long as, as so amended, modified or changed, such Indebtedness made with would have been permitted to be incurred without the proceeds of Permitted Refinancing Indebtedness in respect thereof and (d) other prepayments, repayments, redemptions or similar transactions in an amount not to exceed the greater of (i) $20,000,000 and (ii) 1.00% of Total Assets (which shall be measured as approval of the date Administrative Agent, or (iii) with respect to Indebtedness incurred after the Closing Date the terms of which were required by Section 7.05 to be approved by the Administrative Agent, so long as such transaction is consummated amendment, modification or change does not result in the terms of any such Indebtedness being less favorable in any material respect to the Administrative Agent and shall take into account any transaction previously or concurrently consummated pursuant to this clause (d))the Lenders.

Prepayments, Etc. of Junior Indebtedness. PrepayPay, prepay, redeem, purchase, defease or otherwise satisfy any Junior Indebtedness prior to the scheduled maturity thereof in any manner, or make any payment manner that would be in violation of any subordination terms of, any unsecured of such Junior Indebtedness, junior Lien Indebtedness or any Indebtedness which is contractually subordinated to the Obligations, except (a) regularly scheduled payments prepayments, redemptions, purchases, defeasances or satisfaction of 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 such Junior Indebtedness (provided that such regularly scheduled payments i) with proceeds of principal shall not exceed 1.00% per annum a substantially concurrent issuance of the aggregate principal amount of such Indebtedness)Qualified Equity Interests or (ii) permitted by Section 7.06, (b) prepayments and repayments the aggregate amount of such all prepayments, redemptions, purchases, defeasances or satisfaction of Junior Indebtedness made from cash of since the Borrower that at such time would be permitted to be distributed to Holdings Closing Date pursuant to Section 7.06(f), 7.14 and Restricted Payments made since the Closing Date pursuant to Section 7.06(d) and all Investments made since the Closing Date pursuant to Section 7.03(k) shall not exceed the Available Amount or (c) prepayments and repayments of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof of any Subordinated Indebtedness permitted by Section 7.02, and by any subordination provisions applicable thereto; provided that, for purposes of clause (d) other prepaymentsb), repayments, redemptions or similar transactions in an amount not to exceed the greater of (i) $20,000,000 no Default or Event of Default shall have occurred and be continuing at the time of such payment and (ii) 1.00% of Total Assets (which the Borrower shall be measured as of in pro forma compliance (determined at the date time such transaction basket is consummated and shall take into account any transaction previously or concurrently consummated utilized based on the financial information received for the fiscal quarter most recently ended prior to such time for which financial statements have been delivered to the Administrative Agent pursuant to this clause Section 6.01(a) or Section 6.01(b), as applicable) with the financial covenants set forth in Section 7.11 (d)whether or not in effect).

Prepayments, Etc. of Indebtedness. Prepay. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner (it being understood that (A) payments of regularly scheduled principal and interest and (B) except to the extent occurring within the period that constitutes the final 365 days before the Latest Maturity of the Initial Term Loans, any prepayment, redemption, purchase, defeasance or other retirement of Indebtedness made within one year of the final maturity of such Indebtedness shall be permitted), any Indebtedness (I) in excess of the Threshold Amount and (II) that is or is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents in right of payment to the Obligations (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of, of any unsecured Indebtedness, junior Lien Indebtedness or any Indebtedness which is contractually subordinated to the ObligationsJunior Financing Documentation, except (ai) regularly scheduled the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), (q) or (s), is permitted pursuant to Section 7.03(g), (q) or (s)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and other payments of principal and interest in respect of such Indebtedness in accordance with the terms of, and only Junior Financings prior 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 such Indebtedness (provided that such regularly their scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Indebtedness), (b) prepayments and repayments of such Indebtedness made from cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (c) prepayments and repayments of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof and (d) other prepayments, repayments, redemptions or similar transactions maturity in an aggregate amount not to exceed the sum of (1) Restricted Payments permitted pursuant to Section 7.06(h) that have not otherwise been made plus (2) the greater of $75,000,000 and 7.5% of Consolidated EBITDA for the then most recently ended Test Period plus (3) the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph (provided that, solely in the case of any prepayments of Junior Financing made in reliance of clause (b) of the definition of the “Cumulative Credit”, (X) the Consolidated First Lien Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 4.50 to 1.00 and (Y) no Event of Default under Sections 8.01(a) of (f) has occurred or is continuing), plus (4) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made (i) $20,000,000 in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (4) or (ii) 1.00% without duplication with clause (3), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied plus (5) so long as no Default or Event of Default is continuing or would result therefrom, unlimited prepayments of Junior Financing so long as the Consolidated Total Assets Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 4.75 to 1.00 and (v) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such Indebtedness. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be measured as of the date such transaction is consummated and shall take into account any transaction previously unreasonably withheld, conditioned or concurrently consummated pursuant to this clause (d)delayed).

Prepayments, Etc. of Indebtedness. Prepay. (a) The Company shall not, nor shall the Company permit any of the Restricted Subsidiaries to, directly or indirectly, voluntarily 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 and interest shall be permitted), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents and, following the termination of the Waiver Period, exceeds the Threshold Amount (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of, of any unsecured Indebtedness, junior Lien Indebtedness or any Indebtedness which is contractually subordinated to the ObligationsJunior Financing Documentation, except (ai) regularly scheduled the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and other payments of principal and interest in respect of Junior Financings prior to their scheduled maturity in an amount equal to the sum of (A) the amount of Excluded Contributions previously received and the Company elects to apply under this clause (iv) plus (B) following the termination of the Waiver Period, the Cumulative Credit on such Indebtedness date, (v) prepayments, redemptions, purchases, defeasances and other payments in accordance respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed, when combined 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 amount of Restricted Payments pursuant to Section 7.02(n)) in respect of such Indebtedness (provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Indebtedness7.06(h), (b) prepayments and repayments of such Indebtedness made from cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (c) prepayments and repayments of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof and (d) other prepayments, repayments, redemptions or similar transactions in an amount not to exceed the greater of (ia) $20,000,000 75,000,000200,000,000 and (iib) 1.003.50% of Total Assets (which shall be measured as or prior to the termination of the date such transaction Waiver Period, the greater of (a) $170,000,000 and (b) 3.00% of Total Assets) and (vi) so long as no Event of Default has occurred and is consummated continuing or would result therefrom, the Company and its Restricted Subsidiaries may make prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings in an unlimited amount so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 3.00:1.00. (b) The Company shall take into account not, nor shall it permit any transaction previously of the Restricted Subsidiaries to amend, modify or concurrently consummated pursuant change in any manner materially adverse to this clause the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (d)which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. Prepay. (a) The Borrower shall not, nor shall the Borrower permit any of the Restricted Subsidiaries to, directly or indirectly, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner (it being understood that (A) payments of regularly scheduled principal and interest, (B) customary “AHYDO catchup” payments and (C) any prepayment, redemption, purchase, defeasance or other retirement in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of such prepayment redemption, purchase, defeasance or other retirement thereof shall be permitted), any subordinated Indebtedness incurred under Section 7.03(g), (q), (s) or (w) or any other Indebtedness that is or is required to be subordinated, in right of payment to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”), in each case, in an amount in excess of the Threshold Amount or make any payment in violation of any subordination terms of, of any unsecured Indebtedness, junior Lien Indebtedness or any Indebtedness which is contractually subordinated to the ObligationsJunior Financing Documentation, except (ai) regularly scheduled the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), (q), (s) or (w), is permitted pursuant to Section 7.03(g), (q), (s) or (w)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) [reserved], (v) prepayments, redemptions, purchases, defeasances and other payments of principal and interest in respect of such Indebtedness Junior Financings prior to their scheduled maturity in accordance an aggregate amount not to exceed, when combined 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 amount of Restricted Payments pursuant to Section 7.02(n7.06(h), (x) the greater of (I) $230,000,000 and (II) 37.5% of LTM Consolidated EBITDA plus (y) so long as no Event of Default has occurred and is continuing or would result therefrom, the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this clause (a), (vi) prepayments, redemptions, purchases, defeasances and other payments in respect of such Indebtedness (provided that such regularly Junior Financings prior to their scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Indebtedness), (b) prepayments and repayments of such Indebtedness made from cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (c) prepayments and repayments of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof and (d) other prepayments, repayments, redemptions or similar transactions maturity in an aggregate amount not to exceed the greater of (i) $20,000,000 Available RP Capacity Amount and (iivii) so long as no Event of Default has occurred and is continuing or would result therefrom, prepayments, redemptions, or purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an unlimited amount so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.00 to 1.00% . (b) The Borrower shall not, nor shall it permit any of Total Assets the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any 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 measured as of the date such transaction is consummated and shall take into account any transaction previously unreasonably withheld, conditioned or concurrently consummated pursuant to this clause (d)delayed).

Prepayments, Etc. of Indebtedness. Prepay. (a) The Company shall not, nor shall the Company permit any of the Restricted Subsidiaries to, directly or indirectly, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner (it being understood that (A) payments of regularly scheduled principal and interest, (B) customary “AHYDO catchup” payments and (C) any prepayment, redemption, purchase, defeasance or other retirement in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of such prepayment redemption, purchase, defeasance or other retirement thereof shall be permitted), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents and exceeds the Threshold Amount (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of, of any unsecured Indebtedness, junior Lien Indebtedness or any Indebtedness which is contractually subordinated to the ObligationsJunior Financing Documentation, except (ai) regularly scheduled the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and other payments of principal and interest in respect of Junior Financings prior to their scheduled maturity in an amount equal to the sum of (A) the amount of Excluded Contributions previously received and the Company elects to apply under this clause (iv) plus (B) the Cumulative Credit on such Indebtedness date, (v) prepayments, redemptions, purchases, defeasances and other payments in accordance respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed, when combined 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 amount of Restricted Payments pursuant to Section 7.02(n)) in respect of such Indebtedness (provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Indebtedness7.06(h), (b) prepayments and repayments of such Indebtedness made from cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (c) prepayments and repayments of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof and (d) other prepayments, repayments, redemptions or similar transactions in an amount not to exceed the greater of (ia) $20,000,000 200,000,000 and (iib) 1.003.50% of Total Assets and (vi) so long as no Event of Default has occurred and is continuing or would result therefrom, the Company and its Restricted Subsidiaries may make prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings in an unlimited amount so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 3.00:1.00. (b) The Company shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation in respect of any Junior Financing having an aggregate LEGAL02/43062751v1 outstanding principal amount in excess of the Threshold Amount without the consent of the Administrative Agent (which consent shall not be measured as unreasonably withheld, conditioned or delayed). For purposes of determining compliance with this Section 7.13, in the event that a payment meets the criteria of more than one of the date categories of payments described above, the Company may, in its sole discretion, classify or later divide, classify or reclassify all or a portion of such transaction is consummated payment or any portion thereof in a manner that complies with this Section 7.13 and shall take into account any transaction previously will only be required to include the amount and type of such payment in one or concurrently consummated pursuant to this clause (d))more of the above clauses.

Prepayments, Etc. of Indebtedness. Prepay. (a) The BorrowerCompany shall not, nor shall the BorrowerCompany permit any of the Restricted Subsidiaries to, directly or indirectly, voluntarily 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 and interest shall be permitted), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment or as to Collateral, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of, of any unsecured Indebtedness, junior Lien Indebtedness or any Indebtedness which is contractually subordinated to the ObligationsJunior Financing Documentation, except (ai) regularly scheduled the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of the BorrowerCompany or any Restricted Subsidiary to the BorrowerCompany or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and other payments of principal and interest in respect of such Indebtedness Junior Financings prior to their scheduled maturity in accordance an amount equal to the amount of Excluded Contributions previously received and the Company elects to apply under this clause (iv), (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, when combined 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 amount of Restricted Payments pursuant to Section 7.02(n)) in respect of such Indebtedness (provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Indebtedness7.06(h), (b) prepayments and repayments of such Indebtedness made from cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (c) prepayments and repayments of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof and (d) other prepayments, repayments, redemptions or similar transactions in an amount not to exceed the greater of (ia) $20,000,000 75,000,000 and (iivb) 1.003.00% of Total Assets and (vi) so long as no Event of Default has occurred and is continuing or would result therefrom, the BorrowerCompany and its Restricted Subsidiaries may make prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings in an unlimited amount so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 1.12.00:1.00. (b) The BorrowerCompany shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be measured as of the date such transaction is consummated and shall take into account any transaction previously unreasonably withheld, conditioned or concurrently consummated pursuant to this clause (d)delayed).

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 terms of, any unsecured Indebtedness, junior Lien Indebtedness or any Indebtedness which a Loan Party that is contractually subordinated to the ObligationsObligations expressly by its terms (other than Indebtedness among the Borrower and its Restricted Subsidiaries) (collectively, “Junior Financing”), except (ai) regularly scheduled the refinancing thereof with any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to the mandatory prepayment provisions of the Term Loan Credit Agreement, (ii) the conversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary and, (iv) prepayments, redemptions, satisfactions, purchases, defeasances and other payments of principal and interest in respect of such Indebtedness Junior Financings prior to their scheduled maturity in accordance an aggregate amount not to exceed, when combined 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 amount of Restricted Payments pursuant to Section 7.02(n7.06(g), $120,000,000 plus, subject to compliance with the Payment Condition, the Cumulative Credit at such time; provided that, if such and (v) any prepayment, redemption, satisfaction, purchase, defeasance andor other payment is being made in reliance on either clause (a) or (b) of the definition of Cumulative Credit, compliance with (A) a Total Leverage Ratio calculated on a Pro Forma Basis that is less than or equal to 5.75 to 1.00 and (B) a Secured Leverage Ratio calculated on a Pro Forma Basis that is less than or equal to 4.00 to 0.00.xx respect of a Junior Financing prior to its scheduled maturity, so long as (A) the Payment Condition shall be satisfied after giving effect to such prepayment, redemption, satisfaction, purchase, defeasance or other payment, (B) no Default shall have occurred and be continuing or would result from such prepayment, redemption, satisfaction, purchase, defeasance or other payment and (C) if requested by the Administrative Agent, the Borrower shall have provided a certificate of a Responsible Officer of Borrower as to the satisfaction of the conditions in the foregoing clauses (A) and (B). (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation in respect of such Indebtedness any Junior Financing having an aggregate outstanding principal amount in excess of the Threshold Amount without the consent of the Administrative Agent (provided that such regularly scheduled payments of principal which consent shall not exceed 1.00% per annum of the aggregate principal amount of such Indebtednessbe unreasonably withheld or delayed), (b) prepayments and repayments of such Indebtedness made from cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (c) prepayments and repayments of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof and (d) other prepayments, repayments, redemptions or similar transactions in an amount not to exceed the greater of (i) $20,000,000 and (ii) 1.00% of Total Assets (which shall be measured as of the date such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to this clause (d)).. -151-

Prepayments, Etc. of Indebtedness. Prepay. (a) The Borrower shall not, nor shall the Borrower permit any of the Restricted Subsidiaries to, directly or indirectly, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner (it being understood that (A) payments of regularly scheduled principal and interest, (B) customary “AHYDO catchup” payments and (C) any prepayment, redemption, purchase, defeasance or other retirement in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of such prepayment redemption, purchase, defeasance or other retirement thereof shall be permitted), any subordinated Indebtedness incurred under ‎Section 7.03(g), ‎(q), ‎(s) or (w) or any other Indebtedness that is or is required to be subordinated, in right of payment to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”), in each case, in an amount in excess of the Threshold Amount or make any payment in violation of any subordination terms of, of any unsecured Indebtedness, junior Lien Indebtedness or any Indebtedness which is contractually subordinated to the ObligationsJunior Financing Documentation, except (ai) regularly scheduled the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under ‎Section 7.03(g), ‎(q), ‎(s) or (w), is permitted pursuant to ‎Section 7.03(g), ‎(q), ‎(s) or (w)), to the extent not required to prepay any Loans pursuant to ‎Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) [reserved], (v) prepayments, redemptions, purchases, defeasances and other payments of principal and interest in respect of such Indebtedness Junior Financings prior to their scheduled maturity in accordance an aggregate amount not to exceed, when combined with the terms ofamount of Restricted Payments pursuant to ‎Section 7.06(h), (x) the greater of (I) $230,000,000 and only to the extent required by, (II) 37.5% of LTM Consolidated EBITDA plus (y) so long as no Event of Default has occurred and subject to any subordination provisions contained inis continuing or would result therefrom, the indenture or portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this clause ‎(a), (vi) prepayments, redemptions, purchases, defeasances and 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)) payments in respect of such Indebtedness (provided that such regularly Junior Financings prior to their scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Indebtedness), (b) prepayments and repayments of such Indebtedness made from cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (c) prepayments and repayments of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof and (d) other prepayments, repayments, redemptions or similar transactions maturity in an aggregate amount not to exceed the greater of (i) $20,000,000 Available RP Capacity Amount and (iivii) so long as no Event of Default has occurred and is continuing or would result therefrom, prepayments, redemptions, or purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an unlimited amount so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.00 to 1.00% . (b) The Borrower shall not, nor shall it permit any of Total Assets the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any 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 measured as of the date such transaction is consummated and shall take into account any transaction previously unreasonably withheld, conditioned or concurrently consummated pursuant to this clause (d)delayed).

Prepayments, Etc. of Subordinated Indebtedness. . (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner (it being understood that subject to the terms of the applicable intercreditor or subordination agreement, or make any payment payments of regularly scheduled principal, interest and mandatory prepayments and AHYDO payments and, in violation connection with the amendment of any subordination terms ofJunior Financing, any unsecured Indebtedness, junior Lien Indebtedness or the payment of fees shall be permitted) any Indebtedness which that is contractually subordinated in right of payment to the ObligationsObligations expressly by its terms (collectively, “Junior Financing”), in each case, except (ai) regularly scheduled the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing) and, if such Indebtedness was originally incurred under Section 7.03(g), (v) or (z), is permitted pursuant to Section 7.03(g), (v) or (z), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion or exchange of any Junior Financing to Qualified Equity Interests of Holdings or any of its direct or indirect parents, (iii) subject to the terms of the Intercompany Note, the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary and (iv) repayments, redemptions, purchases, defeasances and other payments of principal and interest in respect of such Indebtedness in accordance with the terms of, and only Junior Financings prior 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 such Indebtedness (provided that such regularly their scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Indebtedness), (b) prepayments and repayments of such Indebtedness made from cash of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (c) prepayments and repayments of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof and (d) other prepayments, repayments, redemptions or similar transactions maturity in an aggregate amount not to exceed the sum of (1) the greater of (x) $150,000,000 and (y) 15.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09), (2) the Cumulative Credit at such time; provided that (x) no Event of Default exists or would result from the making of such repayment, redemption, purchase, defeasance or other payment and (y) in respect of repayments, redemptions, purchases, defeasances and other payments using clause (c) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00, (3) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (a)(3) to the extent such repayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings is made within 12 months of the date of designation of such Available Excluded Contribution Amount and (4) so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, additional amounts so long as, after giving effect to such repayment, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of (i) $20,000,000 and any Junior Financing Documentation in respect of any Junior Financing having an aggregate outstanding principal amount in excess of the Threshold Amount or (ii) 1.00% any Organization Documents of Total Assets any Loan Party, in each case without the consent of the Administrative Agent (which consent shall not be measured as unreasonably withheld, delayed or conditioned). Notwithstanding anything to the contrary in any Loan Document, the Borrower may make regularly scheduled payments of interest and fees on any Junior Financing, and may make any payments required by the terms of such Indebtedness in order to avoid the application of Section 163(e)(5) of the date Code to such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to this clause (d))Indebtedness.

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 unsecured Indebtedness, junior Lien Indebtedness or any Indebtedness which is contractually subordinated to the Obligations, except (a) regularly scheduled payments of 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 such Indebtedness (provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Indebtednessconstitutes a Permitted Refinancing), (bii) prepayments and repayments the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of such Indebtedness made from cash a Borrower or any of the Borrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(fits direct or indirect parents (or any Intermediate Holding Company), (ciii) prepayments prepayments, redemptions, purchases, defeasances and repayments other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the greater of such Indebtedness made with the proceeds of Permitted Refinancing Indebtedness in respect thereof (x) $42,500,000 and (dy) 20% of Consolidated EBITDA of the Parents, the Borrowers and the Restricted Subsidiaries for the most recently ended Test Period calculated on a Pro Forma Basis, plus (B) the Available Equity Amount plus (C) the Excluded Contribution Amount and (iv) other prepayments, repaymentsredemptions, redemptions or similar transactions in an amount not purchases, defeasances and other payments thereof prior to exceed the greater of (i) $20,000,000 and (ii) 1.00% of Total Assets (which shall be measured as of the date such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to this clause (d)).their scheduled maturity so long