Common use of Prepayments, Etc Clause in Contracts

Prepayments, Etc. of Indebtedness. Voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that regularly scheduled payments of interest on the Senior Notes shall be permitted) any Unsecured Financing or make any payment in violation of any subordination terms of any Unsecured Financing Documentation, except (a) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed the Available Amount; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction; (b) a Permitted Refinancing thereof (including through exchange offers and similar transactions); (c) the conversion of any Unsecured Financing to Equity Interests (other than Disqualified Equity Interests), and (d) solely with respect to the Senior Notes, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes after the date that is one (1) year prior to the maturity thereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction.

Prepayments, Etc. of Indebtedness. Voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the date that is six months prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled payments of interest on the Senior Notes and mandatory prepayments shall be permitted) the principal amount in respect of any Unsecured Financing Junior Indebtedness with an outstanding principal amount exceeding the Threshold Amount or make any payment in violation of any subordination terms of any Unsecured Financing Documentationsuch Junior Indebtedness (collectively, except “Restricted Prepayments”), except: (a) so long as no Default the refinancing thereof with the net cash proceeds of (i) any issuance of Qualified Equity Interests of the Borrower (or Event Parent Entity thereof) to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness that constitutes a Permitted Refinancing of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or such Junior Indebtedness; (b) the conversion of any Junior Indebtedness to Qualified Equity Interests; (c) Restricted Prepayments in an aggregate prepayment amount, amount not to exceed the Available Amount; provided that Holdings 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 (1) $260,000,000 and its (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) (A) the greater of (1) $295,000,000 and (2) 40.0% of Consolidated EBITDA of the Borrower for the most recently ended Test Period minus (B) the amount of any Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Payment made pursuant to Section 7.10 7.06(i) minus (C) Investments made pursuant to Section 7.02(s)(iii); (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 paymentRestricted Prepayment, prepayment, redemption, purchase, defeasance the Total Leverage Ratio calculated on a Pro Forma Basis is less than or satisfactionequal to 4.50:1.00; (f) Restricted Prepayments as part of applicable high yield discount obligation “catch-up” payments; and (bg) a Permitted Refinancing thereof (including through exchange offers and similar transactions); (c) the conversion of any Unsecured Financing to Equity Interests (other than Disqualified Equity Interests), and (d) solely Restricted Prepayments with respect to the Senior Notes, intercompany Indebtedness owed to Holdings or any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes after the date that is one (1) year prior to the maturity thereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with permitted under Section 7.03, subject to the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfactionsubordination provisions applicable thereto.

Prepayments, Etc. of Indebtedness. Voluntarily prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that regularly scheduled payments of interest on the Senior Notes shall be permitted) any Unsecured Financing Indebtedness, or make any payment in violation of any subordination terms of any Unsecured Financing DocumentationSubordinated Indebtedness, except (a) so regularly scheduled or mandatory repayments or redemptions of Permitted Indebtedness, (b) prepayments of Indebtedness under the Swedish Credit Facility, (c) voluntary prepayments, redemptions, purchases, defeasances or other satisfactions of Permitted Indebtedness (excluding on account of any Subordinated Indebtedness) as long as (i) no Default or Event of Default shall have occurred and be continuing then exists or would arise as a result therefromof entering into such transaction or the making of such payments and (ii) the Borrower has demonstrated to the reasonable satisfaction of the Administrative Agent that monthly average Excess Availability, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed the Available Amount; provided that Holdings and its Restricted Subsidiaries shall be in as projected on a Pro Forma Compliance with Basis for the covenant set forth in Section 7.10 12 months following and after giving effect to such paymentprepayment will be equal to or greater than $25.0 million, prepayment(d) any voluntary prepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or satisfaction; (b) a other satisfactions of Permitted Indebtedness made with the proceeds of Permitted Refinancing thereof Indebtedness, (including through exchange offers and similar transactions); (ce) the conversion (or exchange) of any Unsecured Financing Indebtedness to Equity Interests (other than Disqualified Equity Interests)) or Indebtedness of Holdings or any of its direct or indirect parents, and (df) solely with respect voluntary prepayments, redemptions, purchases, defeasances or other satisfactions of Permitted Indebtedness in an amount not to exceed the Senior Notes, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes after the date that is one (1) year prior to the maturity thereof and (e) Available Amount at any such time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as (i) no Default or Event of Default shall have occurred and be continuing then exists or would arise as a result therefrom, any voluntary prepayment, redemption, purchase of entering into such transaction or satisfaction of the Senior Notes; provided that Holdings making such payment and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 (ii) after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfactionother satisfaction on a Pro Forma Basis, the Consolidated Fixed Charge Coverage Ratio would be at least 1.25:1.00 as of the last day of the most recently ended Fiscal Quarter and (g) the prepayment of Indebtedness incurred pursuant to clauses (a), (b) and (g) of Section 7.02.

Prepayments, Etc. of Indebtedness. Voluntarily Grand Parent and the ---------------------------------- Borrower shall not, and shall not permit any other Omnipoint Loan Party (other than Grand Parent) to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that regularly scheduled payments of interest on the Senior Notes shall be permitted) any Unsecured Financing manner, or make any payment in violation of any subordination terms of, any Indebtedness owing by such Omnipoint Loan Party (except that Grand Parent may prepay (whether optional or mandatory) any Indebtedness owing by it or any of any Unsecured Financing Documentationits Non-Party Subsidiaries, except (a) so long as in the case of a voluntary prepayment no Default payment default exists at the Borrower under this Agreement or Event the Note Purchase Agreement), other than the prepayment of Default shall have occurred and be continuing the Loans in accordance with the terms of this Agreement, the Intercreditor Agreement or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed as the Available AmountRequired Secured Creditors may otherwise agree; provided that Holdings and its Restricted Subsidiaries the foregoing shall be in Pro Forma Compliance with not apply to (i) Indebtedness owing to the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfactionFCC; (bii) a Permitted Refinancing thereof (including through exchange offers and similar transactions)prepayment of Intercompany Indebtedness to the extent the proceeds of Distributions may be used in compliance with Section 7.5; (c) the conversion of any Unsecured Financing to Equity Interests (other than Disqualified Equity Interests), and (diii) solely with respect notwithstanding anything contained in this Section 7.14, Grand Parent may refinance the Senior Notes provided that such refinancing (x) is unsecured and is not guaranteed or supported by the Borrower or any Guarantor, (y) does not have a maturity date prior to the Senior Notes, any voluntary prepayment, redemption, purchase or satisfaction maturity date of the Senior Notes after the date that is one (1) year prior or any manda tory amortization provisions more favorable to the maturity thereof lenders thereunder than those contained in the Senior Notes and (ez) at is on terms no more restrictive in any time after material respect to Grand Parent or any Affiliate of Grand Parent than the Borrower has received Eligible Equity Proceeds terms of at least $50,000,000 from a Qualifying IPO, so long as no Default this Agreement are to Grand Parent or Event of Default shall have occurred and be continuing or would result therefrom, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfactionapplicable Affiliate.

Prepayments, Etc. of Indebtedness. Voluntarily prepayPrepay, redeem, purchase, defease defease, or otherwise satisfy prior to the scheduled maturity date thereof in any manner (it being understood that regularly scheduled payments of interest on the Senior Notes shall be permitted) manner, any Unsecured Financing or make any payment in violation of any subordination terms of any Unsecured Financing DocumentationIndebtedness, except (a) so long the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b) prepayments, redemptions, purchases, defeasances or other satisfactions prior to the scheduled maturity of Senior Notes or Additional Notes (under and as defined in Section 7.02(b)); provided, that (A) the Borrower and its Subsidiaries shall be in compliance with Section 7.11 on a Pro Forma Basis, (B) no Default or Event of Default shall have has occurred and be is continuing or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed the Available Amount; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to from any such payment, prepayment, redemption, purchase, defeasance or satisfaction; (b) a Permitted Refinancing thereof (including through exchange offers and similar transactions); (c) the conversion of any Unsecured Financing to Equity Interests (other than Disqualified Equity Interests), satisfaction and (dC) solely with respect to the Senior Notes, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes after the date that is one (1) year prior to the maturity thereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or other satisfaction shall not exceed the Available Amount as of the date of notice of any such prepayment, redemption, purchase, defeasance or other satisfaction (before giving effect to such prepayment, redemption, purchase, defeasance or other satisfaction and as set forth in a certificate of a Responsible Officer delivered to the Administrative Agent), (c) prepayments, redemptions, purchases, defeasances or other satisfactions prior to the scheduled maturity of other Indebtedness permitted by Section 7.02(g) or Section 7.02(h) not to exceed an aggregate principal amount of $1,000,000; provided, that (A) the Borrower and its Subsidiaries shall be in compliance with Section 7.11 on a Pro Forma Basis and (B) no Default or Event of Default has occurred and is continuing or would result from any such prepayment, redemption, purchase, defeasance or other satisfaction and (d) prepayments, redemptions, purchases, defeasances or other satisfactions prior to the scheduled maturity of Subordinated Debt; provided, that (A) the Borrower and its Subsidiaries shall be in compliance with Section 7.11 on a Pro Forma Basis and (B) no Default or Event of Default has occurred and is continuing or would result from any such prepayment, redemption, purchase, defeasance or other satisfaction.” (xi) Exhibit D (Compliance Certificate) of the Credit Agreement is hereby amended by restating with Exhibit A attached hereto. (xii) Schedule 10.02 (Administrative Agent’s Office, Certain Addresses for Notices) of the Credit Agreement is hereby amended by restating with Exhibit B attached hereto.

Prepayments, Etc. of Indebtedness. Voluntarily prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that regularly scheduled payments of interest on the Senior Notes shall be permitted) any Unsecured Financing manner, or make any payment in violation of any subordination terms of, any issuance of any Unsecured Financing DocumentationIndebtedness with a principal amount greater than $10.0 million, except (a) so long as no Default the prepayment of the Secured Obligations in accordance with the terms of this Agreement, (b) regularly scheduled or Event required repayments or redemptions of Default Indebtedness and refinancings and refundings of Indebtedness in compliance with Section 6.02(d), (c) if Holdings shall have occurred be in compliance on a Pro Forma Basis with the covenants set forth in Section 6.11 after giving effect thereto, prepayments, redemptions, purchases, defeasances and be continuing or would result therefrom, for an aggregate purchase price, or other payments in respect of Indebtedness prior to its scheduled maturity in an aggregate prepayment amount, amount not to exceed the Available Amount; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with portion, if any, of the covenant set forth in Section 7.10 after giving effect to Cumulative Retained Excess Cash Flow Amount at the time of such payment, prepayment, redemption, purchase, defeasance or satisfaction; (bother payment that Holdings elects to make in reliance on this Section 6.15(c) a Permitted Refinancing thereof (including through exchange offers and similar transactions); (c) the conversion of any Unsecured Financing to Equity Interests (other than Disqualified Equity Interests), and (d) solely with respect to the Senior Notes, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes after the date that is one (1) year prior to the maturity thereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, at the time of any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfactionother payment in respect of Indebtedness prior to its scheduled maturity, or would result therefrom and (ii) both immediately prior to and after giving effect (on a Pro Forma Basis) to any such prepayment, redemption, purchase, defeasance or other payment in respect of Indebtedness prior to its scheduled maturity, the Consolidated Leverage Ratio does not exceed 2.00 to 1.00, any other prepayment, redemption, purchase, defeasance or other payment in respect of Indebtedness prior to its scheduled maturity.

Prepayments, Etc. of IndebtednessDebt. Voluntarily prepayPrepay, redeem, purchase, defease or otherwise satisfy satisfy, in each case, prior to the scheduled maturity thereof in any manner (it being understood that regularly scheduled payments of interest on the Senior Notes shall be permitted) any Unsecured Financing manner, or make any payment in violation of any subordination terms of of, any Unsecured Financing DocumentationDebt, except except: (a) the prepayment of the Borrowings and other amounts outstanding in accordance with the terms of this Agreement, (b) regularly scheduled or required repayments or redemptions of Existing Debt, (c) any prepayments or redemptions of Existing Debt in connection with a refunding, renewal, replacement, restructuring, refinancing, purchase, defeasement or other satisfaction of such Existing Debt permitted by Section 6.01(c), (d) the repayment, purchase, defeasement or other satisfaction or prepayment of the amounts under, and in accordance with, documentation with respect to Debt permitted by Section 6.01(b) on the terms contained therein so long as no Default in the case of any voluntary prepayment, purchase, redemption or Event of Default shall have occurred and be continuing or would result therefrom, other acquisition for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed value the Available AmountPayment Condition is satisfied; provided that Holdings nothing herein shall prevent Navistar International from prepaying the Senior Notes with sources of funds other than from the Borrowers, (e) the repayment or prepayment of the amounts under, and its Restricted Subsidiaries shall be in Pro Forma Compliance accordance with, documentation with respect to Debt permitted by Section 6.01(e), (f) the covenant set forth repayment or prepayment of the amounts under, and in accordance with, documentation with respect to Debt permitted by Section 7.10 6.01(r), (g) any repayment or prepayment of Debt under any agreement permitting the reborrowing thereof, (h) any other prepayment or redemption of Debt if at the time the making thereof, and after giving pro forma effect to such paymentthereto, the Payment Condition is satisfied, and (i) any prepayment, redemption, purchase, defeasance defeasement or satisfactionother satisfaction of Debt owed to Navistar International or any of its Restricted Subsidiaries so long as after giving pro forma effect to such prepayment or redemption, Excess Availability shall be equal or greater than the greater of $45,000,000 and 15% of the Commitments; provided, however, that this Section 6.09 shall not limit any refinancing of Debt otherwise permitted hereunder so long as (b) a Permitted Refinancing thereof (including through exchange offers and similar transactions); (cx) the conversion of any Unsecured Financing to Equity Interests (other than Disqualified Equity Interests), and (d) solely Refinancing Conditions are satisfied with respect to the Senior Notes, any voluntary prepayment, redemption, purchase such refinanced Debt or satisfaction of the Senior Notes after the date that (y) such Debt is one (1) year prior to the maturity thereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance refinanced with the covenant set forth in other Debt permitted under Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction6.01.

Prepayments, Etc. of Indebtedness. Voluntarily prepay(a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Subordinated Debt in an amount that is in excess of $53,000,000 (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Junior Debt Documents shall not be prohibited by this clause) except for (i) the refinancing thereof with the Net Cash Proceeds of interest any such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any of its direct or indirect parents (or any Intermediate Holding Company), (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the greater of (x) $42,500,000 and (y) 20% of Consolidated EBITDA of the Parents, the Borrower and the Restricted Subsidiaries for the most recently ended Test Period calculated on a Pro Forma Basis, plus (B) the Senior Notes shall be permitted) Available Amount, (provided that at the time of any Unsecured Financing such prepayment, redemption, purchase, defeasance or make any other payment in violation reliance on clause (b) of any subordination terms the definition of any Unsecured Financing Documentation, except (a) so long as “Available Amount” no Default or Specified Event of Default shall have occurred and be continuing or would result therefrom), for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed the Available Amount; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction; plus (b) a Permitted Refinancing thereof (including through exchange offers and similar transactions); (cC) the conversion of any Unsecured Financing to Equity Interests (other than Disqualified Equity Interests)Excluded Contribution Amount, and (div) solely with respect to the Senior Notesother prepayments, any voluntary prepaymentredemptions, redemptionpurchases, purchase or satisfaction of the Senior Notes after the date that is one (1) year defeasances and other payments thereof prior to their scheduled maturity (provided that, at the maturity thereof and time of such prepayments, redemptions, purchases, defeasances or other payments, (ex) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default or Event of Default shall have has occurred and be is continuing or would result therefrom, any voluntary prepayment, redemption, purchase or satisfaction and (y) the Total Leverage Ratio of the Senior Notes; provided that Holdings Parents, the Borrower and its the Restricted Subsidiaries shall be in as of the end of the most recently ended Test Period, on a Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such paymentBasis, prepayment, redemption, purchase, defeasance or satisfactionwould be no greater than 3.50:1.00).

Prepayments, Etc. of Indebtedness. Voluntarily prepay. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, or the exchange thereof for, of interest any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Parent or any of its direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the greater of (x) $50,000,000 and (y) 13.0% of Consolidated EBITDA of the Parent for the most recently ended Test Period calculated on a Pro Forma Basis, plus (B) the Available Amount, (provided that (x) at the time of any such prepayment, redemption, purchase, defeasance and other payment in reliance on clause (b) of the definition of “Available Amount,” (A) no Specified Event of Default shall have occurred and be continuing or would result therefrom and (B) the Total Leverage Ratio of the Parent as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.00:1.00 (y) at the time of any such prepayment, redemption, purchase, defeasance and other payment in reliance on the Senior Notes shall be permitted) any Unsecured Financing or make any payment in violation definition of any subordination terms of any Unsecured Financing Documentation, except (a) so long as “Excluded Contribution Amount,” no Default or Specified Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase priceplus (C) without duplication, the Excluded Contribution Amount, (iv) payments and prepayments utilizing amounts otherwise available pursuant to Section 7.06, and (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or in an aggregate prepayment amountother payments, not to exceed (x) no Specified Event of Default has occurred and is continuing and (y) the Available Amount; provided that Holdings and its Restricted Subsidiaries shall be in Total Leverage Ratio of the Parent as of the end of the most recently ended Test Period, on a Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such paymentBasis, prepayment, redemption, purchase, defeasance or satisfaction; would be no greater than 2.50:1.00). (b) a Permitted Refinancing thereof (including through exchange offers and similar transactions); (c) Amend, modify or change in any manner materially adverse to the conversion interests of the Lenders any term or condition of any Unsecured Financing to Equity Interests (other than Disqualified Equity Interests), and (d) solely with respect to Subordinated Debt Documents without the Senior Notes, any voluntary prepayment, redemption, purchase or satisfaction consent of the Senior Notes after the date that is one Required Lenders (1) year prior not to the maturity thereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default be unreasonably withheld or Event of Default shall have occurred and be continuing or would result therefrom, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfactiondelayed).

Prepayments, Etc. of Indebtedness. Voluntarily prepay. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Junior Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of interest any such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the greater of (x) $34,000,000 and (y) 20.0% of Consolidated EBITDA of the Borrower for the most recently ended Test Period calculated on a Pro Forma Basis, plus (B) the Senior Notes shall be permittedAvailable Amount, plus (C) without duplication, the Excluded Contribution Amount (provided that (x) at the time of any Unsecured Financing or make any such prepayment, redemption, purchase, defeasance and other payment in violation reliance on clause (b) of any subordination terms the definition of any Unsecured Financing Documentation“Available Amount”, except (a) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed therefrom and (y) at the Available Amount; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to time of any such payment, prepayment, redemption, purchase, defeasance or satisfaction; (b) a Permitted Refinancing thereof (including through exchange offers and similar transactions); (c) other payment in reliance on the conversion definition of any Unsecured Financing to Equity Interests (other than Disqualified Equity Interests), and (d) solely with respect to the Senior Notes, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes after the date that is one (1) year prior to the maturity thereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as “Excluded Contribution Amount,” no Default or Specified Event of Default shall have occurred and be continuing or would result therefrom) and (iv) additional prepayments, any voluntary prepaymentredemptions, redemptionpurchases, purchase or satisfaction of the Senior Notesdefeasances and other payments thereof; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with that, at the covenant set forth in Section 7.10 after giving effect to time of such payment, prepayment, redemption, purchase, defeasance and other payment, (i) no Default or satisfactionEvent of Default has occurred and is continuing or would result therefrom and (ii) the Total Leverage Ratio of the Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 2.50:1.00. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed).

Prepayments, Etc. of IndebtednessDebt. Voluntarily prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that regularly scheduled payments of interest on the Senior Notes shall be permitted) any Unsecured Financing manner, or make any payment in violation of any subordination terms of (A) the AT Korea Bonds, if as a result thereof the outstanding aggregate principal amount of the AT Korea Bonds would be less than the aggregate Commitments, or (B) any Unsecured Financing Documentationother Funded Debt (other than intercompany Debt), except except: (ai) so long as the Borrower may prepay the Advances in accordance with the terms of this Agreement, (ii) the Borrower may make regularly scheduled payments or required repayments or redemptions of Existing Debt and other Debt to the extent permitted under Section 5.2(b), (iii) the Borrower may (A) convert into the Borrower's Permitted Equity Interests, any Convertible Subordinated Notes (2000), Convertible Subordinated Notes (2001) or any Debt issued by the Borrower after the Effective Date which is permitted pursuant to Section 5.2(b) of this Agreement and which, in each case, is convertible by its terms into Borrower's Permitted Equity Interests, in accordance with their respective terms, or (B) otherwise exchange any of the foregoing for Permitted Equity Interests (and make any payment in connection therewith representing the value of any fractional share); (iv) the Borrower may repurchase or redeem Senior Notes for cash not exceeding (A) in the Fiscal Year ending December 31, 2003, $140,000,000 plus the amount of any Net Cash Proceeds arising from the sale of Anam Shares received by the Borrower during such Fiscal Year and (B) in any Fiscal Year thereafter, $100,000,000 plus the amount of any Net Cash Proceeds arising from the sale of Anam Shares received by the Borrower during such Fiscal Year; provided, however, in no Default event shall the amount in this clause (iv) exceed $300,000,000 in the aggregate during the term of the Facilities; and provided further that, after giving effect to each such purchase or Event redemption made pursuant to this clause (iv), the Borrower shall be in compliance with Section 5.4(b); (v) the Borrower may (x) repurchase or redeem Senior Notes with the Net Cash Proceeds from a new issuance of Default shall have occurred and be continuing Permitted Equity Interests of the Borrower or would result therefrom(y) exchange Senior Notes for Permitted Equity Interests; and (vi) the Borrower may make any payment, for an aggregate purchase priceon or with respect to, or in an aggregate prepayment amountconnection with, the legal defeasance, redemption, repurchase or repayment of Debt of the Borrower or any Restricted Subsidiary permitted under Section 5.2(b) with any Net Cash Proceeds arising from the incurrence of Refinancing Debt or other Debt, and the Borrower may exchange Refinancing Debt for Refinanced Debt, each as respectively permitted under clauses (v), (vi) and (xi) of Section 5.2(b) (and, in the case of such clause (v), only to the extent that Net Cash Proceeds thereof are not required to exceed be applied to the Available Amount; provided that Holdings Obligations pursuant to Section 2.6(b)(ii)). Notwithstanding anything herein to the contrary, the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect permitted to such payment, prepayment, redemption, purchase, defeasance or satisfaction; repay intercompany Debt incurred pursuant to clauses (b) a Permitted Refinancing thereof (including through exchange offers and similar transactions); (c) the conversion of any Unsecured Financing to Equity Interests (other than Disqualified Equity Interestsii), (iii) and (div) solely with respect of Section 5.2, or which constitutes Existing Debt, from time to time at the Senior Notes, any voluntary prepayment, redemption, purchase or satisfaction discretion of the Senior Notes after the date that is one (1) year prior to the maturity thereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, any voluntary prepayment, redemption, purchase or satisfaction of the Senior NotesBorrower; provided that Holdings and its Restricted Subsidiaries at no time shall the outstanding aggregate principal amount of (x) all the AT Korea Bonds be in Pro Forma Compliance with less than the covenant set forth in Section 7.10 after giving effect aggregate Commitments or (y) any AT Korea Bond be reduced to such payment, prepayment, redemption, purchase, defeasance or satisfactionzero.

Prepayments, Etc. of Indebtedness. Voluntarily 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 of principal and interest on the Senior Notes and any AHYDO Payment shall be permitted) any Unsecured Additional Financing or make any payment in violation of any subordination terms of any Unsecured Additional Financing Documentation, except (ai) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed the Available Amountgreater of (x) $8,625,000 and (y) 1.725% of Total Assets as of the 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 purchase or prepayment; provided that Holdings that, in the case of any prepayment, redemption, purchase, defeasement or other satisfaction of any Additional Financing under this Section 7.13 made in reliance on the Cumulative Amount, the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant covenants set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction; , (bii) a Permitted Refinancing thereof (including through exchange offers and similar transactions); , (ciii) the conversion of any Unsecured Additional Financing to Equity Interests of Holdings (other than Disqualified Equity Interests), ) or any direct or indirect parent thereof and (div) solely with respect to the Senior Notesintercompany subordinated indebtedness, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes after the date that is one (1) year prior to the maturity thereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance extent consistent with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfactionsubordination terms thereof.

Prepayments, Etc. of Indebtedness. Voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that regularly scheduled payments of interest on the Senior Notes shall be permitted) any Unsecured Financing or make any payment in violation of any subordination terms of any Unsecured Financing Documentation, except (a) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed the Available Amount; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with a Total Leverage Ratio of not greater than 5.50:1.00 as of the covenant set forth in Section 7.10 end of the Test Period then last ended after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction; (b) a Permitted Refinancing thereof (including through exchange offers and similar transactions); (c) the conversion of any Unsecured Financing to Equity Interests (other than Disqualified Equity Interests), and ; (d) solely with respect to the Senior Notes, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes after the date that is one (1) year prior to the maturity thereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with a Total Leverage Ratio of not greater than 5.50:1.00 as of the covenant set forth in Section 7.10 end of the Test Period then last ended after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction.

Prepayments, Etc. of Indebtedness. Voluntarily 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 of principal and interest on the Senior Notes shall be permitted) any Unsecured Junior Financing or make any payment in violation of any subordination terms of any Unsecured Junior Financing Documentation, except (ai) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed $25,000,000, plus (A) unused amounts available to make Restricted Payments under Section 7.06(f)(i) and (B) an amount equal to the Available AmountCumulative Amount as in effect immediately prior to the time of making such purchase or prepayment; provided that Holdings and its Restricted Subsidiaries 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 Parties shall be in Pro Forma Compliance with the covenant covenants set forth in Section 7.10 and a Total Leverage Ratio of not greater than 4.75 to 1.0 as of the end of the Test Period then last ended, in each case, after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction; (bsatisfaction,(ii) a Permitted Refinancing thereof (including through exchange offers and similar transactions); , (ciii) the conversion of any Unsecured Junior Financing to Equity Interests (other than Disqualified Equity Interests), and (div) solely with respect to intercompany subordinated indebtedness, to the Senior Notesextent consistent with the subordination terms thereof and (v) prepayments, any voluntary prepaymentredemptions, redemptionpurchases, purchase defeasance or other satisfaction of the Senior Notes after the date that is one (1) year prior to the maturity thereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Permitted Rollover Notes; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction.

Prepayments, Etc. of Indebtedness. Voluntarily prepayMake (or give any notice in respect of) any voluntary or optional payment or prepayment on or voluntary redemption, redeemrepurchase or acquisition for value of (including, purchasein each case without limitation, defease by way of depositing with the trustee with respect thereto or otherwise satisfy any other Person money or securities before due for the purpose of paying when due), any Junior Restricted Payment Indebtedness (including, without limitation, in the case of Permitted Convertible Notes, any election to settle any such Permitted Convertible Note in cash upon conversion of such Permitted Convertible Note prior to the scheduled maturity thereof in any manner and the payment of such cash to effect settlement); provided, however: (it being understood that regularly scheduled payments of interest on a) the Senior Notes shall be permitted) any Unsecured Financing or Company may make any payment in violation or prepayment on, or redemption, repurchase or acquisition for value of, any Permitted Convertible Notes through the exercise of any subordination terms call option in respect thereof that is settled in Company Common Stock or, in respect of any Unsecured Financing Documentationfractional shares to be issued, except in cash, (ab) so long as no Default or Event of Default shall have occurred and be continuing then exists or would result therefrom, for an aggregate purchase pricethe Company may make any payment or prepayment on, or redemption, repurchase or acquisition for value of, any Junior Restricted Payment Indebtedness in an aggregate prepayment amount, amount not to exceed exceed, at any time on or after the Available Amount; provided that Holdings Closing Date, when taken together with all Dividends paid pursuant to Section 7.06(k) on or after the Closing Date, the greater of $50,000,000 and its Restricted Subsidiaries shall be in Pro Forma Compliance with 13.00% of LTM Consolidated EBITDA (as of the covenant set forth in Section 7.10 after giving effect to date of the making of such payment, payment or prepayment, redemption, purchase, defeasance redemption or satisfaction; (b) a Permitted Refinancing thereof (including through exchange offers and similar transactionsacquisition for value); (c) the conversion of any Unsecured Financing to Equity Interests (other than Disqualified Equity Interests), and [reserved]; (d) solely with respect the Company may make additional payments or prepayments on, or redemptions, repurchase or acquisitions for value of, any Junior Restricted Payment Indebtedness (x) to the Senior Notes, extent made with Company Common Stock or Qualified Preferred Stock (whether pursuant to any voluntary prepayment, redemption, purchase conversion thereof or satisfaction of the Senior Notes after the date that is one otherwise) or (1y) year prior to the maturity thereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default or Event of Default shall have occurred and be continuing then exists or would result therefrom, to the extent made with the proceeds from (1) the substantially concurrent incurrence or issuance of any voluntary prepaymentJunior Restricted Payment Indebtedness or (2) an incurrence or issuance of Indebtedness pursuant to Section 7.02(l); (e) so long as no Event of Default then exists or would result therefrom, the Company may make any payment or prepayment on, or redemption, purchase repurchase or satisfaction acquisition for value of, any Junior Restricted Payment Indebtedness so long as the aggregate principal amount of Loans outstanding immediately after the respective payment or prepayment on, or redemption, repurchase or acquisition for value does not exceed the greater of $50,000,000 and 13.00% of LTM Consolidated EBITDA; and 155 (f) other additional payments or prepayments on, or redemptions, repurchase or acquisitions for value of, any Junior Restricted Payment Indebtedness so long the Payment Conditions are satisfied. In addition to the foregoing, upon notice from the Administrative Agent, the Company will not, and will not permit any of the Senior Notes; provided other Loan Parties to repay or prepay any Intercompany Loan owed by any such Loan party to a Restricted Subsidiary of the Company that Holdings is not a Loan Party at any time that an Event of Default exists and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfactionis continuing.

Prepayments, Etc. of Indebtedness. Voluntarily prepay. (a) 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 of interest on the Senior Notes shall be permitted) any Unsecured Financing the Specified Junior Debt or make any payment in violation of any subordination terms of any Unsecured Financing Documentation, Permitted Subordinated Indebtedness Documentation except (ai) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed the Available Amount; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance refinancing thereof with the covenant set forth in Section 7.10 after giving effect to such paymentNet Cash Proceeds of any Permitted Subordinated Indebtedness or Excluded Contribution received by the Borrower, prepayment, redemption, purchase, defeasance or satisfaction; (b) a Permitted Refinancing thereof (including through exchange offers and similar transactions); (cii) the conversion of any Unsecured Financing Permitted Subordinated Indebtedness to Equity Interests (other than Disqualified Equity InterestsInterests of the Borrower or any of its Subsidiaries), (iii) prepayments, redemptions, purchases, defeasances and other payments in respect of any Specified Junior Debt prior to its scheduled maturity in an aggregate amount, together with the aggregate amount of Restricted Payments made pursuant to Section 7.06(j) and together with all prepayments, redemptions, purchases, defeasances and other payments previously made pursuant to this subclause (iii), not to exceed (x) $100,000,000 plus (y) the Available CNI Amount, and (div) solely with respect prepayments, redemptions, purchases, defeasances and other payments of the Specified Junior Debt (x) made from the proceeds of a Permitted Refinancing thereof or (y) required to the Senior Notesbe made upon (A) a Change of Control or (B) an asset sale or casualty or condemnation event, any voluntary prepaymentprovided that before and immediately after giving effect to a payment, redemption, purchase or satisfaction of the Senior Notes after the date that is one defeasance set forth in this clause (1a)(iii) year prior to the maturity thereof and or (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPOa)(iv)(y)(A), so long as no Default or Event of Default shall have occurred and be continuing exist or would result therefromfrom such action, or (b) amend, modify or change in any voluntary prepayment, redemption, purchase or satisfaction manner materially adverse to the interests of the Senior Notes; Administrative Agent or the Lenders any term or condition of any documentation governing the Specified Junior Debt without the consent of the Joint Lead Arrangers, provided that Holdings and its Restricted Subsidiaries nothing in this Section 7.12(b) shall be in Pro Forma Compliance with prohibit the covenant set forth in refinancing, replacement, extension or other similar modification of any Specified Junior Debt to the extent such refinancing, replacement, extension or other similar modification or the incurrence of Specified Junior Debt is otherwise permitted by Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction7.03.

Prepayments, Etc. of Indebtedness. Voluntarily No Loan Party will prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that regularly scheduled payments of interest on the Senior Notes shall be permitted) any Unsecured Financing manner, or make any payment in violation of any subordination terms of, any unsecured Funded Debt (other than Funded Debt permitted pursuant to the provisions of Section 6.14(e)), junior Lien Funded Debt or any Unsecured Financing DocumentationFunded Debt which is contractually subordinated to the Obligations, except (a) so long as no Default regularly scheduled payments of principal and interest in respect of such Funded Debt in accordance with the terms of, and only to the extent required by, and subject to any subordination provisions contained in, the indenture or Event other agreement pursuant to which such Funded Debt was issued or incurred or any subordination agreement in respect of Default such Funded Debt (provided that such regularly scheduled payments of principal shall have occurred not exceed 1.00% per annum of the aggregate principal amount of such Funded Debt), (b) prepayments and repayments of such Funded Debt made from cash of OpCo that at such time would be continuing permitted to be distributed to NEE Partners pursuant to Section 6.19(f), (c) prepayments and repayments of such Funded Debt made with the proceeds of Permitted Refinancing Indebtedness in respect thereof, (d) payments of amounts due and payable under Swap Contracts or would result therefromunder the Cash Sweep and Credit Support Agreement and (e) other prepayments, for an aggregate purchase pricerepayments, redemptions or similar transactions in an aggregate prepayment amount, amount not to exceed the Available Amount; provided that Holdings greater of (i) US$175,000,000 and its Restricted Subsidiaries (ii) 1.00% of Total Assets (which shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction; (b) a Permitted Refinancing thereof (including through exchange offers and similar transactions); (c) the conversion of any Unsecured Financing to Equity Interests (other than Disqualified Equity Interests), and (d) solely with respect to the Senior Notes, any voluntary prepayment, redemption, purchase or satisfaction measured as of the Senior Notes after the date that such transaction is one (1) year prior consummated and shall take into account any transaction previously or concurrently consummated pursuant to the maturity thereof and this clause (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction)).

Prepayments, Etc. of Indebtedness. Voluntarily prepayMake (or give any notice in respect of) any voluntary or optional payment or prepayment on or voluntary redemption, redeemrepurchase or acquisition for value of (including, purchasein each case without limitation, defease by way of depositing with the trustee with respect thereto or otherwise satisfy any other Person money or securities before due for the purpose of paying when due), any Junior Restricted Payment Indebtedness (including, without limitation, in the case of Permitted Convertible Notes, any election to settle any such Permitted Convertible Note in cash upon conversion of such Permitted Convertible Note prior to the scheduled maturity thereof in any manner and the payment of such cash to effect settlement) (it being understood that regularly scheduled payments of interest on collectively, “Restricted Debt Payments”); provided, however: (a) the Senior Notes shall be permitted) any Unsecured Financing or Company may make any payment in violation or prepayment on, or redemption, repurchase or acquisition for value of, any Permitted Convertible Notes through the exercise of any subordination terms call option in respect thereof that is settled in Company Common Stock or, in respect of any Unsecured Financing Documentationfractional shares to be issued, except in cash, (ab) so long as no Default or Event of Default shall have occurred and be continuing then exists or would result therefrom, for an aggregate purchase pricethe Company may make any payment or prepayment on, or redemption, repurchase or acquisition for value of, any Junior Restricted Payment Indebtedness in an aggregate prepayment amount, amount not to exceed exceed, at any time on or after the Available Amount; provided that Holdings Closing Date, when taken together with all Dividends paid pursuant to Section 7.06(k) on or after the Closing Date, the greater of $50,000,000 and its Restricted Subsidiaries shall be in Pro Forma Compliance with 13.00% of LTM Consolidated EBITDA (as of the covenant set forth in Section 7.10 after giving effect to date of the making of such payment, payment or prepayment, redemption, purchase, defeasance redemption or satisfaction; (b) a Permitted Refinancing thereof (including through exchange offers and similar transactionsacquisition for value); (c) the conversion of any Unsecured Financing to Equity Interests (other than Disqualified Equity Interests), and [reserved]; (d) solely with respect the Company may make additional payments or prepayments on, or redemptions, repurchase or acquisitions for value of, any Junior Restricted Payment Indebtedness (x) to the Senior Notes, extent made with Company Common Stock or Qualified Preferred Stock (whether pursuant to any voluntary prepayment, redemption, purchase conversion thereof or satisfaction of the Senior Notes after the date that is one otherwise) or (1y) year prior to the maturity thereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default or Event of Default shall have occurred and be continuing then exists or would result therefrom, to the extent made with the proceeds from (1) the substantially concurrent incurrence or issuance of any voluntary prepaymentJunior Restricted Payment Indebtedness or (2) an incurrence or issuance of Indebtedness pursuant to Section 7.02(l); (e) so long as no Event of Default then exists or would result therefrom, the Company may make any payment or prepayment on, or redemption, purchase repurchase or satisfaction acquisition for value of, any Junior Restricted Payment Indebtedness so long as the aggregate principal amount of Loans outstanding immediately after the respective payment or prepayment on, or redemption, repurchase or acquisition for value does not exceed the greater of $50,000,000 and 13.00% of LTM Consolidated EBITDA; and (f) other additional payments or prepayments on, or redemptions, repurchase or acquisitions for value of, any Junior Restricted Payment Indebtedness so long the Payment Conditions are satisfied. In addition to the foregoing, upon notice from the Administrative Agent, the Company will not, and will not permit any of the Senior Notes; provided other Loan Parties to repay or prepay any Intercompany Loan owed by any such Loan party to a Restricted Subsidiary of the Company that Holdings is not a Loan Party at any time that an Event of Default exists and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfactionis continuing.

Prepayments, Etc. of IndebtednessSubordinated Debt. Voluntarily Optionally prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that regularly scheduled payments of interest on the Senior Notes shall be permitted) any Unsecured Financing manner, or make any payment in violation of any subordination terms of of, any Unsecured Financing Documentation, Subordinated Debt except (a) so long as no Default or Event of Default shall have has occurred and be is continuing or would result therefrom, for an the Borrower may prepay, purchase or redeem up to $50,000,000 in the aggregate purchase price, of Subordinated Notes or in an aggregate prepayment amount, not to exceed the Available Amount; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfactionPermitted Junior Indebtedness; (b) a Permitted Refinancing thereof (including through exchange offers and similar transactions); (c) the conversion of any Unsecured Financing to Equity Interests (other than Disqualified Equity Interests), and (d) solely with respect to the Senior Notes, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes after the date that is one (1) year prior to the maturity thereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default or Event of Default shall have has occurred and be is continuing or would result therefrom, any voluntary prepayment, redemptionthe Borrower may prepay, purchase or satisfaction redeem Subordinated Notes or Permitted Junior Indebtedness in an amount not to exceed the net cash proceeds of the Senior Notesan issuance of Equity Interests by Holdings; provided that Holdings and its Restricted Subsidiaries any such prepayment, purchase or redemption shall be made within 60 days of the receipt of such net cash proceeds; (c) any Surviving Debt or Subordinated Notes or Permitted Junior Indebtedness may be prepaid, purchased or redeemed using the Net Cash Proceeds of any Indebtedness permitted to be incurred in Pro Forma Compliance connection with the covenant set forth refinancing of such Indebtedness pursuant to Section 7.02(h) or (m) or, in the case of any Subordinated Notes or Permitted Junior Indebtedness, exchanged for other notes or debt securities meeting the requirements of Section 7.10 after giving effect 7.02(h) or (m); and (d) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, prepayments, purchases or redemptions of Subordinated Debt with cash otherwise available to such paymentbe used to make a Restricted Payment then permitted under Section 7.06(e), prepayment, redemption, purchase, defeasance or satisfactionprovided that the amount available for Restricted Payments under Section 7.06(e) shall be reduced by a corresponding amount.

Prepayments, Etc. of Indebtedness. Voluntarily prepay. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, regularly scheduled principal, AHYDO paymentsPayments and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, or the exchange thereof for, of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (20) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower or any of its direct or indirect parents, (21) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the greater of interest (x) $50,000,000130,000,000 and (y) 13.020.0% of Consolidated EBITDA of the Parent Borrower for the most recently ended Test Period calculated on a Pro Forma Basis, plus (B) the Senior Notes shall be permittedAvailable Amount, (provided that (x) at the time of any Unsecured Financing or make any such prepayment, redemption, purchase, defeasance and other payment in violation reliance on clause (b) of the definition of “"Available Amount",” (A) no Specified Event of Default shall have occurred and be continuing or would result therefrom and (B) the Total Leverage Ratio of the Parent Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.00:1.00 (y) excluding any subordination terms of any Unsecured Financing Documentationsuch prepayment, except redemption, purchase, defeasance and other payment made in reliance on clause (a) so long as of the definition of “Available Amount”), plus (C) without duplication, the Excluded Contribution Amount (provided that at the time of any such prepayment, redemption, purchase, defeasance and other payment in reliance on the definition of “Excluded Contribution Amount,” no Default or Specified Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase priceplus (C) without duplication, or in an aggregate prepayment amountthe Excluded Contribution Amount), not (iv) payments and prepayments utilizing amounts otherwise available pursuant to exceed the Available Amount; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction; (b) a Permitted Refinancing thereof (including through exchange offers and similar transactions); (c) the conversion of any Unsecured Financing to Equity Interests (other than Disqualified Equity Interests)7.06, and (div)(v) solely with respect to the Senior Notesother prepayments, any voluntary prepaymentredemptions, redemptionpurchases, purchase or satisfaction of the Senior Notes after the date that is one (1) year defeasances and other payments thereof prior to their scheduled maturity (provided that, at the maturity thereof and time of such prepayments, redemptions, purchases, defeasances or other payments, (ex) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default or Specified Event of Default shall have has occurred and be is continuing or would result therefrom, any voluntary prepayment, redemption, purchase or satisfaction and (y) the Total Leverage Ratio of the Senior Notes; provided that Holdings and its Restricted Subsidiaries shall be in Parent Borrower as of the end of the most recently ended Test Period, on a Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such paymentBasis, prepayment, redemption, purchase, defeasance or satisfactionwould be no greater than 2.50:1.00).

Prepayments, Etc. of Indebtedness. Voluntarily prepay; Amendments. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness that is expressly subordinated by contract in right of payment to the Obligations (it being understood that regularly scheduled payments of interest on the Senior Notes shall be permitted) any Unsecured Financing or make any payment in violation of any subordination terms of any Unsecured Financing Documentation, except (a) other than intercompany Indebtedness so long as no Default or Event of Default shall have occurred and be continuing continuing) or would result therefromany Indebtedness that is secured by a second-priority security interest in the Collateral (collectively, for an aggregate purchase pricetogether with any Permitted Refinancing of the foregoing, or “Junior Financing”) in an aggregate prepayment amount, not to exceed the Available Amount; provided amount in excess of $75,000,000 (it being understood that Holdings payments of regularly scheduled interest and its Restricted Subsidiaries principal shall be permitted), or make any payment in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such paymentviolation of any subordination terms of any Junior Financing Documentation, except (i) a prepayment, redemption, purchase, defeasance defeasement or satisfactionother satisfaction of Junior Financing made using the portion, if any, of the Cumulative Credit on the date of such election that the Borrower Representative elects to apply to this Section 7.13(a)(i), such election to be specified in a written notice of a Responsible Officer of the Borrower Representative calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided that (A) immediately before and immediately after giving Pro Forma Effect to such prepayment, no Event of Default shall have occurred and be continuing and (B) immediately after giving effect to any such prepayment, the Borrower Parties would be permitted to Incur at least $1.00 of unsecured Permitted Additional Debt, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) a Permitted Refinancing thereof as though such prepayment had been made as of the first day of the applicable four fiscal quarter period covered thereby, (including through exchange offers and similar transactions); (cii) the conversion of any Unsecured Junior Financing to Equity Interests (other than Disqualified Equity Interests), and (d) solely with respect to or the Senior Notes, any voluntary prepayment, redemption, purchase purchase, defeasement or other satisfaction of Junior Financing with the Senior Notes after proceeds of Permitted Equity Issuances (other than Cure Amounts) Not Otherwise Applied, (iii) the date that is one refinancing of any Junior Financing with any Permitted Refinancing thereof, (1iv) year prior to the maturity thereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, any voluntary prepayment, redemption, purchase purchase, defeasement or other satisfaction prior to the scheduled maturity of any Junior Financing or Permitted Refinancing thereof, in an aggregate amount not to exceed the Senior Notes; provided that Holdings greater of $400,000,000 and its 6.0% of Consolidated Total Assets (less the aggregate amount of all Restricted Subsidiaries shall be in Pro Forma Compliance with Payments made pursuant to Section 7.06(f)(1)) and (v) the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfactionother satisfaction of any Indebtedness incurred or assumed pursuant to Section 7.03(b)(xiii); or (b) amend, modify or change any term or condition of any Junior Financing Documentation in an aggregate amount in excess of $75,000,000 or any of its Organization Documents in any manner that is, taken as a whole, materially adverse to the interests of the Administrative Agent or the Lenders.

Prepayments, Etc. of Indebtedness. Voluntarily No Loan Party will prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that regularly scheduled payments of interest on the Senior Notes shall be permitted) any Unsecured Financing manner, or make any payment in violation of any subordination terms of, any unsecured Funded Debt (other than Funded Debt permitted pursuant to the provisions of Section 6.14(e)(iii)), junior Lien Funded Debt or any Unsecured Financing DocumentationFunded Debt which is contractually subordinated to the Obligations, except (a) so long as no Default regularly scheduled payments of principal and interest in respect of such Funded Debt in accordance with the terms of, and only to the extent required by, and subject to any subordination provisions contained in, the indenture or Event other agreement pursuant to which such Funded Debt was issued or incurred or any subordination agreement in respect of Default such Funded Debt (provided that such regularly scheduled payments of principal shall have occurred not exceed 1.00% per annum of the aggregate principal amount of such Funded Debt), (b) prepayments and repayments of such Funded Debt made from cash of OpCo that at such time would be continuing permitted to be distributed to NEE Partners pursuant to Section 6.19(f), (c) prepayments and repayments of such Funded Debt made with the proceeds of Permitted Refinancing Indebtedness in respect thereof, (d) payments of amounts due and payable under Swap Contracts or would result therefromunder the Cash Sweep and Credit Support Agreement and (e) other prepayments, for an aggregate purchase pricerepayments, redemptions or similar transactions in an aggregate prepayment amount, amount not to exceed the Available Amount; provided that Holdings greater of (i) US$25,000,000 and its Restricted Subsidiaries (ii) 1.00% of Total Assets (which shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction; (b) a Permitted Refinancing thereof (including through exchange offers and similar transactions); (c) the conversion of any Unsecured Financing to Equity Interests (other than Disqualified Equity Interests), and (d) solely with respect to the Senior Notes, any voluntary prepayment, redemption, purchase or satisfaction measured as of the Senior Notes after the date that such transaction is one (1) year prior consummated and shall take into account any transaction previously or concurrently consummated pursuant to the maturity thereof and this clause (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction)).

Prepayments, Etc. of Indebtedness. Voluntarily prepayDebt. (i) Prepay, redeem, purchase, call, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that regularly scheduled payments manner, including, without limitation, as a result of interest on the Senior Notes shall be permitted) an asset sale, change of control or any Unsecured Financing other event or occurrence, or make any payment in violation of any subordination terms of, any Debt, including, without limitation, the Senior Subordinated Notes, or make any payment of any Unsecured Financing Documentationprincipal, except interest or liquidated damages in respect of the Senior Subordinated Notes, other than (aA) as expressly provided in Schedule 4.01(aa), (B) the prepayment of Advances in accordance with the terms of this Agreement, (C) so long as no Default or Event of Default shall have occurred and be continuing continuing, or would result therefrom, for an aggregate purchase price, or regularly scheduled payments of interest (but not of principal) in an aggregate prepayment amount, not to exceed the Available Amount; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction; (b) a Permitted Refinancing thereof (including through exchange offers and similar transactions); (c) the conversion of any Unsecured Financing to Equity Interests (other than Disqualified Equity Interests), and (d) solely with respect to the Senior Notes, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Subordinated Notes after in accordance with the date that is one terms and conditions of the Senior Subordinated Note Indenture, (1D) year prior to the maturity thereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default or Event of Default shall have occurred and be continuing continuing, or would result therefrom, any voluntary prepayment, redemption, purchase or satisfaction the redemption of up to 35% of the aggregate original principal amount of the Senior Notes; provided that Holdings and its Restricted Subsidiaries shall be Subordinated Notes plus accrued but unpaid interest thereon in Pro Forma Compliance accordance with the covenant set forth terms and conditions of the Senior Subordinated Note Indenture with the net proceeds of one or more public offerings of common stock of the Borrower, and (E) so long as no Default or Event of Default shall have occurred and be continuing, or would result therefrom, the payment of Liquidated Damages (as such term is defined in Section 7.10 after giving effect the Senior Subordinated Note Documents) in an aggregate amount not to exceed $150,000, it being understood that any payment of Liquidated Damages which causes such paymentaggregate amount to exceed $150,000 shall constitute an immediate Event of Default hereunder or (ii) amend, prepaymentmodify or change in any manner any term or condition of any Existing Debt or Surviving Debt, redemptionincluding, purchasewithout limitation, defeasance the Senior Subordinated Notes, or satisfaction(iii) permit any of its Subsidiaries to do any of the foregoing other than to repay any Debt payable to the Borrower.

Prepayments, Etc. of Indebtedness. Voluntarily prepay, redeem, purchase, defease Make (or otherwise satisfy prior to the scheduled maturity thereof give any notice in any manner (it being understood that regularly scheduled payments of interest on the Senior Notes shall be permittedrespect of) any Unsecured Financing voluntary or optional payment or prepayment on or voluntary redemption, repurchase or acquisition for value of (including, in each case without limitation, by way of depositing with the trustee with respect thereto or any other Person money or securities before due for the purpose of paying when due), any Permitted Convertible Note, Permitted Additional Indebtedness or Junior Refinancing Debt; provided, however: (a) the Borrower may make any payment in violation or prepayment on, or redemption or acquisition for value of, any Permitted Convertible Notes through the exercise of any subordination terms call option in respect thereof that is settled in Company Common Stock or, in respect of any Unsecured Financing Documentationfractional shares to be issued, except in cash, (ab) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make any payment or prepayment on, or redemption or acquisition for value of, any Permitted Convertible Notes, other Permitted Additional Indebtedness or Junior Refinancing Debt in an aggregate principal amount during the term of this Agreement not to exceed, when taken together with all Dividends paid pursuant to Section 7.06(k), $50,000,000; (c) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make any payment or prepayment on, or redemption or acquisition for value of, any 2015 Convertible Notes or 2017 Convertible Notes in an amount not to exceed the Net Cash Proceeds of the Term Loans; (d) the Borrower may make additional payments or prepayments on, or redemptions or acquisitions for value of, any Permitted Convertible Notes, Permitted Additional Indebtedness or Junior Refinancing Debt (x) to the extent made solely with Company Common Stock or Qualified Preferred Stock (whether pursuant to any conversion thereof or otherwise) or (y) so long as no Default or Event of Default then exists or would result therefrom, to the extent made with the proceeds from (1) the substantially concurrent incurrence or issuance of any Additional Convertible Notes, Permitted Additional Indebtedness or Junior Refinancing Debt or (2) an incurrence or issuance of Indebtedness pursuant to Section 7.02(l); (e) so long as no Default or Event of Default shall have occurred and be continuing then exist or would result therefrom, repayments, redemptions, repurchases and acquisitions for an aggregate purchase price, or value in an aggregate prepayment amountamount measured at the time of any such repayment, redemption, repurchase or acquisition not to exceed the Available AmountRetained Excess Cash Flow at such time; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction; and (bf) a Permitted Refinancing thereof (including through exchange offers and similar transactions); (c) the conversion of any Unsecured Financing to Equity Interests (other than Disqualified Equity Interests), and (d) solely with respect to the Senior Notes, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes after the date that is one (1) year prior to the maturity thereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default or Event of Default shall have occurred and be continuing then exists or would result therefrom, the Borrower may use the proceeds of any voluntary prepaymentborrowing under the ABL Credit Agreement to make any payment or prepayment on, redemptionor redemption or acquisition for value of, purchase or satisfaction any Permitted Convertible Notes in an amount not to exceed $50,000,000. In addition to the foregoing, the Borrower will not, and will not permit any of the Senior Notes; provided other Loan Parties to, repay or prepay any Intercompany Loan owed by any such Loan Party to a Subsidiary of the Borrower that Holdings is not a Loan Party at any time that an Event of Default exists and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfactionis continuing.

Prepayments, Etc. of Indebtedness. Voluntarily prepay. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, regularly scheduled principal, AHYDO Payments and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, or the exchange thereof for, of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower or any of its direct or indirect parent, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the greater of interest (x) $130,000,000 and (y) 20.0% of Consolidated EBITDA of the Parent Borrower for the most recently ended Test Period calculated on a Pro Forma Basis, plus (B) the Senior Notes shall be permitted) Available Amount, (provided that at the time of any Unsecured Financing or make any such prepayment, redemption, purchase, defeasance and other payment in violation reliance on clause (b) of the definition, (A) no Specified Event of Default shall have occurred and be continuing or would result therefrom and (B) the Total Leverage Ratio of the Parent Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.00:1.00 (excluding any subordination terms of any Unsecured Financing Documentationsuch prepayment, except redemption, purchase, defeasance and other payment made in reliance on clause (a) so long as of the definition of “Available Amount”), plus (C) without duplication, the Excluded Contribution Amount (provided that at the time of any such prepayment, redemption, purchase, defeasance and other payment in reliance on the definition of “Excluded Contribution Amount), no Default or Specified Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price(iv) payments and prepayments utilizing amounts otherwise available pursuant to Section 7.06(j) and (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or in an aggregate prepayment amountother payments, not to exceed (x) no Specified Event of Default has occurred and is continuing and (y) the Available Amount; provided that Holdings and its Restricted Subsidiaries shall be in Total Leverage Ratio of the Parent Borrower as of the end of the most recently ended Test Period, on a Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such paymentBasis, prepayment, redemption, purchase, defeasance or satisfaction; would be no greater than 2.50:1.00). (b) a Permitted Refinancing thereof (including through exchange offers and similar transactions); (c) Amend, modify or change in any manner materially adverse to the conversion interests of the Lenders any term or condition of any Unsecured Financing to Equity Interests (other than Disqualified Equity Interests), and (d) solely with respect to Subordinated Debt Documents without the Senior Notes, any voluntary prepayment, redemption, purchase or satisfaction consent of the Senior Notes after the date that is one Required Lenders (1) year prior not to the maturity thereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default be unreasonably withheld or Event of Default shall have occurred and be continuing or would result therefrom, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfactiondelayed).

Prepayments, Etc. of Indebtedness. Voluntarily prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that regularly scheduled payments of interest on the Senior Notes shall be permitted) any Unsecured Financing manner, or make any payment in violation of any subordination terms of of, any Unsecured Financing DocumentationIndebtedness, except (a) so long as no Default the prepayment of the Secured Obligations in accordance with the terms of this Agreement, (b) regularly scheduled or Event required repayments or redemptions of Default Indebtedness and refinancings and refundings of Indebtedness in compliance with Section 6.02(d), (c) if Holdings shall have occurred be in compliance on a Pro Forma Basis with the covenants set forth in Section 6.11 after giving effect thereto, prepayments, redemptions, purchases, defeasances and be continuing or would result therefrom, for an aggregate purchase price, or other payments in respect of Indebtedness prior to its scheduled maturity in an aggregate prepayment amount, amount not to exceed the Available Amount; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with portion, if any, of the covenant set forth in Section 7.10 after giving effect to Cumulative Retained Excess Cash Flow Amount at the time of such payment, prepayment, redemption, purchase, defeasance or satisfaction; (bother payment that Holdings elects to make in reliance on this Section 6.15(c) a Permitted Refinancing thereof (including through exchange offers and similar transactions); (c) the conversion of any Unsecured Financing to Equity Interests (other than Disqualified Equity Interests), and (d) solely with respect to the Senior Notes, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes after the date that is one (1) year prior to the maturity thereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, at the time of any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfactionother payment in respect of Indebtedness prior to its scheduled maturity, or would result therefrom and (ii) both immediately prior to and after giving effect (on a Pro Forma Basis) to any such prepayment, redemption, purchase, defeasance or other payment in respect of Indebtedness prior to its scheduled maturity, the Consolidated Leverage Ratio does not exceed 1.50 to 1.00, any other prepayment, redemption, purchase, defeasance or other payment in respect of Indebtedness prior to its scheduled maturity.

Prepayments, Etc. of Subordinated Indebtedness. Voluntarily prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest and AHYDO payments of interest on the Senior Notes shall be permitted) (A) any Unsecured Financing subordinated Material Indebtedness Incurred after the Closing Date that is subordinated in right of payment or make lien on the Collateral to the Obligations under the Loan Documents, (B) any Permitted Additional Junior Debt to the extent contractually subordinated in right of payment or lien on the Collateral to the Obligations under the Loan Documents or (C) any Additional Notes that are contractually subordinated in violation right of any subordination terms of any Unsecured Financing Documentationpayment to the Obligations under the Loan Documents (the Indebtedness described in clauses (A) through (C), collectively, “Junior Financing”), except (ai) 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, or in an aggregate prepayment amount, price not to exceed $200,000,000 plus an amount equal to the Available Amount; provided that Holdings and its Restricted Subsidiaries shall be Amount as in Pro Forma Compliance effect immediately prior to the time of the making of such prepayment or (y) the refinancing thereof with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction; (b) a Net Cash Proceeds of any Permitted Refinancing thereof or with Eligible Equity Proceeds that are Not Otherwise Applied, (including through exchange offers and similar transactions); (cii) the conversion of any Unsecured Junior Financing to Equity Interests Capital Stock (other than Disqualified Equity InterestsCapital Stock), (iii) payments in respect of any intercompany indebtedness and (div) solely with respect to the Senior Notesadditional prepayments, any voluntary prepaymentredemptions, redemptionpurchases, purchase defeasances or satisfaction of the Senior Notes after the date that is one (1) year prior to the maturity thereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notessatisfaction; provided that Holdings and its Restricted Subsidiaries shall be in after giving Pro Forma Compliance with Effect thereto, the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfactionTotal Leverage Ratio shall not exceed 1.75:1.00 on a Pro Forma Basis as of the last day of the most recent Test Period for which financial statements are internally available.

Prepayments, Etc. of Indebtedness. Voluntarily prepay(dc) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, AHYDO payments of interest on and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this clause), except for (i) the Senior Notes shall be permitted) any Unsecured Financing or make any payment in violation refinancing thereof with the Net Cash Proceeds of any subordination terms Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower or any of its direct or indirect parents (or any Intermediate Holding Company), (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount, when aggregated with the amount of Restricted Payments made pursuant to Section 7.06(j), not to exceed (A) the greater of (x) $500,000,000 and (y) 20.0% of Consolidated EBITDA of the Parent Borrower for the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any Unsecured Financing Documentationsuch payment, except (a) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed the Available Amount; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction; (b) a Permitted Refinancing thereof (including through exchange offers and similar transactions); (c) the conversion of any Unsecured Financing to Equity Interests (other than Disqualified Equity Interests), and (div) solely with respect to the Senior Notesother prepayments, any voluntary prepaymentredemptions, redemptionpurchases, purchase or satisfaction of the Senior Notes after the date that is one (1) year defeasances and other payments thereof prior to their scheduled maturity (provided that, at the maturity thereof and time of such prepayments, redemptions, purchases, defeasances or other payments, (ex) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default or Event of Default shall have has occurred and be is continuing or would result therefrom, any voluntary prepayment, redemption, purchase or satisfaction and (y) the Total Leverage Ratio of the Senior Notes; provided that Holdings and its Restricted Subsidiaries shall be in Parent Borrower as of the end of the most recently ended Test Period, on a Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such paymentBasis, prepayment, redemption, purchase, defeasance or satisfactionwould be no greater than 4.75:1.00).

Prepayments, Etc. of Indebtedness. Voluntarily prepayOF INDEBTEDNESS. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that regularly scheduled payments of interest on the Senior Notes shall be permitted) any Unsecured Financing manner, or make any payment in violation of any subordination terms of, any Indebtedness, except: (i) the prepayment of the Loans in accordance with the terms of this Agreement, (ii) the prepayment, redemption, purchase, defeasance or other satisfaction prior to the scheduled maturity thereof of the Existing Convertible Senior Subordinated Notes in an amount not to exceed $20,000,000 in the aggregate, (iii) the conversion of any Unsecured Financing DocumentationIndebtedness into Equity Interests, (iv) the prepayment, except (a) redemption, purchase, defeasance or other satisfaction prior to the scheduled maturity thereof of any other Indebtedness which is not subordinated to the Obligations so long as as: (A) no Revolving Credit Loan, Swing Line Loan or Foreign Currency Loan is outstanding hereunder (or will be outstanding immediately after giving effect thereto); (B) the Borrower has cash on hand equal to an amount greater than $25,000,000; provided that only the amount of cash on hand in excess of $25,000,000 shall be used to prepay, redeem, purchase, defease or otherwise satisfy such Indebtedness pursuant to this Section 8.16(a)(iv); and (C) immediately before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed ; and (v) the Available Amount; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction; (b) a Permitted Refinancing thereof (including through exchange offers and similar transactions); (c) the conversion of any Unsecured Financing to Equity Interests (other than Disqualified Equity Interests), and (d) solely with respect to the Senior Notes, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes after the date that is one (1) year prior to the scheduled maturity thereof and of any Indebtedness subordinated to the Obligations so long as: (eA) at any time no Loan is outstanding hereunder (or will be outstanding immediately after giving effect thereto); (B) the Borrower has received Eligible Equity Proceeds cash on hand equal to an amount greater than $25,000,000; provided that only the amount of at least cash on hand in excess of $50,000,000 from a Qualifying IPO25,000,000 shall be used to prepay, so long as redeem, purchase, defease or otherwise satisfy such Indebtedness pursuant to this Section 8.16(a)(v); and (C) immediately before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom. (b) Amend, modify or change in any voluntary prepaymentmanner that would be adverse to the Lenders any term or condition of any (i) Existing Debt, redemption(ii) Indebtedness under the Existing Convertible Senior Subordinated Notes Documents, purchase (iii) Indebtedness under the 2004 Convertible Senior Subordinated Notes Documents, (iv) documentation governing the Additional Subordinated Indebtedness or satisfaction (v) any other Indebtedness subordinated to any Obligations, or permit any of its Subsidiaries to do any of the Senior Notesforegoing other than to prepay any Indebtedness payable to the Borrower; provided that Holdings and its Restricted Subsidiaries prepayments shall be permitted in Pro Forma Compliance connection with the covenant set forth in any refinancing permitted pursuant to Section 7.10 after giving effect to 8.03; provided further that such payment, prepayment, redemption, purchase, defeasance refinancing shall not accelerate any regularly scheduled or satisfactionrequired repayment or redemptions.

Prepayments, Etc. of Indebtedness. Voluntarily prepayPrepay, redeem, purchase, defease or otherwise satisfy or obligate itself to do so prior to the scheduled maturity thereof in any manner (it being understood that regularly scheduled payments including by the exercise of interest on the Senior Notes shall be permittedany right of setoff) with respect to any Unsecured Financing Indebtedness for borrowed money, or make any payment in violation of any subordination subordination, standstill or collateral sharing terms of or governing any Unsecured Financing DocumentationSubordinated Indebtedness (collectively, “Restricted Debt Payments”), except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b) in connection with Permitted Convertible Note Refinancings, (c) required repayments or redemptions of Indebtedness set forth in Schedule 7.02 so long as the conditions set forth in the proviso of Section 7.02(b) are satisfied with respect to such repayment or redemption and (d) additional Restricted Debt Payments in an aggregate amount not to exceed $3,000,000 for all such Restricted Debt Payments so long as (i) at the time of making such Restricted Debt Payment, no Default or Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price(ii) on a Pro Forma Basis, immediately after giving effect to the making of such Restricted Debt Payment (together with any related issuance or in an aggregate prepayment amountincurrence of Indebtedness (without netting of any cash proceeds thereof) and the consummation of any other related transaction), not to exceed the Available Amount; provided that Holdings and its Restricted Subsidiaries Consolidated Senior Secured Net Leverage Ratio shall be no greater than 1.50:1.00 as of the end of the most recently ended Measurement Period, and (iii) after giving effect to the making of such Restricted Debt Payments (together with any related issuance or incurrence of Indebtedness (without netting of any cash proceeds thereof) and the consummation of any other related transaction), the Loan Parties are in Pro Forma Compliance with the covenant set forth financial covenants in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction; (b) 7.11 determined on a Permitted Refinancing thereof (including through exchange offers and similar transactions); (c) the conversion of any Unsecured Financing to Equity Interests (other than Disqualified Equity Interests), and (d) solely with respect to the Senior Notes, any voluntary prepayment, redemption, purchase or satisfaction Pro Forma Basis as of the Senior Notes after the date that is one (1) year prior to the maturity thereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, any voluntary prepayment, redemption, purchase or satisfaction end of the Senior Notes; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction.most recently ended Measurement Period. 174721465

Prepayments, Etc. of IndebtednessDebt. Voluntarily prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Subordinated Debt in excess of the greater of (x) $100 and (y) 18.8% of Adjusted EBITDA for the most recently ended Test Period calculated on a Pro Forma Basis (it being understood that payments of regularly scheduled interest, customary AHYDO catch-up payments of interest on and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this Section 10.2(12)), except for (i) the Senior Notes shall be permitted) any Unsecured Financing or make any payment in violation refinancing thereof with the Net Cash Proceeds of any subordination terms of any Unsecured Financing Documentationsuch Debt (to the extent such Debt constitutes Refinancing Debt), except (a) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed the Available Amount; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction; (b) a Permitted Refinancing thereof (including through exchange offers and similar transactions); (cii) the conversion of any Unsecured Financing thereof to Equity Interests (other than Disqualified Equity Interests)) of the Borrower or any of its direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the greater of (x) $132.75 and (dy) 25% of Adjusted EBITDA for the most recently ended Test Period calculated on a Pro Forma Basis, (iv) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed the Available Amount, so long as (A) no Event of Default has occurred and is continuing or would immediately result therefrom and (B) solely with respect to the Senior Notes, any voluntary prepayment, redemption, purchase or satisfaction use of the Senior Notes after Builder Component, the date that is one Consolidated Net Debt Leverage Ratio of the Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 4.60:1.00, and (1v) year other prepayments, redemptions, purchases, defeasances and other payments thereof prior to the their scheduled maturity thereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPOin unlimited amounts, so long as (A) no Default or Event of Default shall have has occurred and be is continuing or would immediately result therefrom, any voluntary prepayment, redemption, purchase or satisfaction therefrom and (B) the Consolidated Net Debt Leverage Ratio of the Senior Notes; provided that Holdings and its Restricted Subsidiaries shall be in Borrower as of the end of the most recently ended Test Period, on a Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such paymentBasis, prepayment, redemption, purchase, defeasance or satisfactionwould be no greater than 3.35:1.00.

Prepayments, Etc. of Indebtedness. Voluntarily prepayMake (or give any notice in respect of) any voluntary or optional payment or prepayment on or voluntary redemption, redeemrepurchase or acquisition for value of (including, purchasein each case without limitation, defease by way of depositing with the trustee with respect thereto or otherwise satisfy any other Person money or securities before due for the purpose of paying when due), any Junior Restricted Payment Indebtedness (including, without limitation, in the case of Permitted Convertible Notes, any election to settle any such Permitted Convertible Note in cash upon conversion of such Permitted Convertible Note prior to the scheduled maturity thereof in any manner and the payment of such cash to effect settlement); provided, however: (it being understood that regularly scheduled payments of interest on a) the Senior Notes shall be permitted) any Unsecured Financing or Company may make any payment in violation or prepayment on, or redemption, repurchase or acquisition for value of, any Permitted Convertible Notes through the exercise of any subordination terms call option in respect thereof that is settled in Company Common Stock or, in respect of any Unsecured Financing Documentationfractional shares to be issued, except in cash, (ab) so long as no Default or Event of Default shall have occurred and be continuing then exists or would result therefrom, for an aggregate purchase pricethe Company may make any payment or prepayment on, or redemption, repurchase or acquisition for value of, any Junior Restricted Payment Indebtedness in an aggregate prepayment amount, amount not to exceed exceed, at any time on or after the Available Amount; provided that Holdings Closing Date, when taken together with all Dividends paid pursuant to Section 7.06(k) on or after the Closing Date, the greater of $50,000,000 and its Restricted Subsidiaries shall be in Pro Forma Compliance with 13.00% of LTM Consolidated EBITDA (as of the covenant set forth in Section 7.10 after giving effect to date of the making of such payment, payment or prepayment, redemption, purchase, defeasance redemption or satisfaction; (b) a Permitted Refinancing thereof (including through exchange offers and similar transactionsacquisition for value); (c) the conversion of any Unsecured Financing to Equity Interests (other than Disqualified Equity Interests), and [reserved]; (d) solely with respect the Company may make additional payments or prepayments on, or redemptions, repurchase or acquisitions for value of, any Junior Restricted Payment Indebtedness (x) to the Senior Notes, extent made with Company Common Stock or Qualified Preferred Stock (whether pursuant to any voluntary prepayment, redemption, purchase conversion thereof or satisfaction of the Senior Notes after the date that is one otherwise) or (1y) year prior to the maturity thereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default or Event of Default shall have occurred and be continuing then exists or would result therefrom, to the extent made with the proceeds from (1) the substantially concurrent incurrence or issuance of any voluntary prepaymentJunior Restricted Payment Indebtedness or (2) an incurrence or issuance of Indebtedness pursuant to Section 7.02(l); (e) so long as no Event of Default then exists or would result therefrom, the Company may make any payment or prepayment on, or redemption, purchase repurchase or satisfaction acquisition for value of, any Junior Restricted Payment Indebtedness so long as the aggregate principal amount of Loans outstanding immediately after the respective payment or prepayment on, or redemption, repurchase or acquisition for value does not exceed the greater of $50,000,000 and 13.00% of LTM Consolidated EBITDA; and (f) other additional payments or prepayments on, or redemptions, repurchase or acquisitions for value of, any Junior Restricted Payment Indebtedness so long the Payment Conditions are satisfied. In addition to the foregoing, upon notice from the Administrative Agent, the Company will not, and will not permit any of the Senior Notes; provided other Loan Parties to repay or prepay any Intercompany Loan owed by any such Loan party to a Restricted Subsidiary of the Company that Holdings is not a Loan Party at any time that an Event of Default exists and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfactionis continuing.

Prepayments, Etc. of Indebtedness. Voluntarily prepay; Amendments. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness that is expressly subordinated by contract in right of payment to the Obligations (it being understood that regularly scheduled payments of interest on the Senior Notes shall be permitted) any Unsecured Financing or make any payment in violation of any subordination terms of any Unsecured Financing Documentation, except (a) other than intercompany Indebtedness so long as no Default or Event of Default shall have occurred and be continuing and Indebtedness incurred in connection with the Reorganization Transaction or would result therefromthe 2018 Reorganization US-DOCS\90330440.2103232196.9 Transaction) or any Indebtedness that is secured by a second-priority security interest in the Collateral (collectively, for an aggregate purchase pricetogether with any Permitted Refinancing of the foregoing, “Junior Financing”) or any Unsecured Financing in an aggregate prepayment amountamount in excess of $75,000,000 (it being understood that payments of regularly scheduled interest and principal shall be permitted), not or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) a prepayment, redemption, purchase, defeasement or other satisfaction of Junior Financing or Unsecured Financing made using the portion, if any, of the Cumulative Credit on the date of such election that the Borrower Representative elects to exceed apply to this Section 7.13(a)(i), such election to be specified in a written notice of a Responsible Officer of the Available AmountBorrower Representative calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided that Holdings (A) immediately before and its immediately after giving Pro Forma Effect to such prepayment, no Event of Default shall have occurred and be continuing and (B) immediately after giving effect to any such prepayment, the Dutch BorrowerHoldings and the Restricted Subsidiaries shall be in Pro Forma Compliance with a First Lien Net Leverage Ratio of no greater than 4.50:1.00, such compliance to be determined on the covenant set forth in basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance 6.01(a) or satisfaction; (b) a Permitted Refinancing thereof as though such prepayment had been made as of the first day of the applicable four fiscal quarter period covered thereby, (including through exchange offers and similar transactions); (cii) the conversion of any Junior Financing or Unsecured Financing to Equity Interests (other than Disqualified Equity Interests), and (d) solely with respect to or the Senior Notes, any voluntary prepayment, redemption, purchase purchase, defeasement or other satisfaction of Junior Financing or Unsecured Financing with the Senior Notes after proceeds of Permitted Equity Issuances (other than Cure Amounts) Not Otherwise Applied, (iii) the date that is one refinancing of any Junior Financing or Unsecured Financing with any Permitted Refinancing thereof, (1iv) year prior to the maturity thereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, any voluntary prepayment, redemption, purchase purchase, defeasement or other satisfaction prior to the scheduled maturity of any Junior Financing, Unsecured Financing or Permitted Refinancing thereof, in an aggregate amount not to exceed (x) $150,000,000 plus (y) the Senior Notes; provided amount, if any, that Holdings and its is then available for Restricted Subsidiaries shall Payments pursuant to Section 7.06(f)(1) (as such amount may be reduced from time to time in Pro Forma Compliance accordance with the covenant set forth in terms of such Section 7.10 after giving effect to such payment, 7.06(f)(1)) and (v) the prepayment, redemption, purchase, defeasance or satisfactionother satisfaction of any Indebtedness incurred or assumed pursuant to Section 7.03(b)(xiii); or (b) amend, modify or change any term or condition of any Junior Financing Documentation, any Unsecured Financing Documentation, in each case, in an aggregate amount in excess of $75,000,000 or any of its Organization Documents in any manner that is, taken as a whole, materially adverse to the interests of the Administrative Agent or the Lenders.