Common use of Prepayments of Certain Indebtedness; Modifications of Organizational Documents and Other Documents, etc Clause in Contracts

Prepayments of Certain Indebtedness; Modifications of Organizational Documents and Other Documents, etc. (a) Directly or indirectly make any voluntary or optional payment or prepayment of, or repurchase, redemption or acquisition for value of, or any prepayment or redemption as a result of any Asset Sale, change of control or similar event of, any Indebtedness for borrowed money outstanding under documents evidencing any (x) Indebtedness that is secured on a junior lien basis to the Obligations, (y) Indebtedness that is unsecured or (z) Subordinated Indebtedness (“Restricted Debt Payment”) except (A) with the Cumulative Amount, so long as (i) no Event of Default shall have occurred and be continuing at the time of the making of such Restricted Debt Payment or would immediately result therefrom and (ii) on a Pro Forma Basis, as of the Applicable Date of Determination and for the applicable Test Period, if such Test Period ends (i) on or prior to September 30, 2021, the LQA Recurring Revenue Leverage Ratio shall not exceed 1.85 to 1.00, or (ii) after September 30, 2021 the Total Leverage Ratio shall not exceed 6.25 to 1.00, (B) in connection with any Permitted Refinancing thereof or to the extent made with the proceeds of Qualified Capital Stock of Holdings that are Not Otherwise Applied; provided that in the case of any refinancing of Permitted Junior Refinancing Debt, such refinancing must be permitted by any applicable Intercreditor Agreement or, if applicable, the other customary subordination documentation related to such Permitted Junior Refinancing Debt; (C) [reserved], (D) prepaying, redeeming, purchasing, defeasing or otherwise satisfying prior to the scheduled maturity thereof (or setting apart any property for such purpose) (1) in the case of any Group Member that is not a Credit Party, any Indebtedness owing by such Group Member to any other Group Member, (2) otherwise, any Indebtedness owing to any Credit Party and (3) so long as no Event of Default is continuing or would immediately result therefrom, any mandatory prepayments of Indebtedness incurred under clauses (b) and (e) of Section 6.01 and any Permitted Refinancing thereof, (E) making regularly scheduled or otherwise required payments of interest in respect of such Indebtedness (other than Indebtedness owing to any Affiliate of the Borrower other than an Affiliated Debt Fund) and payments of fees, expenses and indemnification obligations thereunder but only, in the case of Subordinated Indebtedness, to the extent not restricted by the subordination provisions thereof, (F) so long as no Event of Default shall have occurred and be continuing or would immediately result therefrom, to the extent that such payment is made solely with cash contributions from the issuance of Equity Interests (other than Disqualified Capital Stock) of Holdings, which are contributed as cash common equity to any Credit Party and Not Otherwise Applied, (G) converting (or exchanging) any Indebtedness to (or for) Qualified Capital Stock of Holdings, (H) any AHYDO catch-up payments with respect thereto, (I) so long as no Event of Default has occurred and is then continuing, making prepayments, redemptions, purchases, defeasance or other satisfaction of Indebtedness in an amount not to exceed the greater of $7,500,000 and 15% of Consolidated EBITDA for the most recently ended Test Period per year less the aggregate amount re-allocated to Section 6.03(y) by the Borrower pursuant to Section 6.03(y), plus any unused amounts under Section 6.06(j), (J) so long as (A) if such Restricted Debt Payment is made in connection with a Limited Condition Transaction, no Event of Default under Section 8.01(a), (b), (g) or (h), or (B) in each other case, no Default or Event of Default, has occurred and is then continuing and computed on a Pro Forma Basis as of the Applicable Date of Determination and for the applicable Test Period, the Total Leverage Ratio does not exceed 5.00 to 1.00, making prepayments, redemptions, purchases, defeasance or other satisfaction of such Indebtedness; provided that any Limited Condition Transaction remains subject to the terms of Section 1.06 hereof, (K) any payments of intercompany obligations permitted under an intercompany subordination agreement or the other subordination terms approved by the Administrative Agent pursuant to Section 6.01(m) hereunder, and (L) in connection with the refinancing or exchange of any Indebtedness acquired in connection with a Permitted Acquisition or similar Investment to the extent such Indebtedness was not incurred in contemplation of such Permitted Acquisition or similar Investment to the extent such refinancing is permitted hereunder; and

Prepayments of Certain Indebtedness; Modifications of Organizational Documents and Other Documents, etc. (a) Directly or indirectly make any voluntary or optional payment or prepayment of, or repurchase, redemption or acquisition for value of, or any prepayment or redemption as a result of any Asset Sale, change of control or similar event of, any Indebtedness for borrowed money outstanding under documents evidencing any (x) Indebtedness that is secured on a junior lien basis to the Obligations, (y) Obligations or Indebtedness that is unsecured or (z) Subordinated Indebtedness (“Restricted Debt Payment”) except (A) with in each case, to the Cumulative Amountextent not prohibited by this Agreement, any applicable Intercreditor Agreement or any other subordination terms applicable to any such Subordinated Indebtedness (including pursuant to a Permitted Refinancing), (i) on or after June 30, 2020 so long as (ix) if such Restricted Debt Payment is made in connection with a Limited Condition Transaction, no Default or Event of Default under Section 8.01(a), (b), (d) (solely with respect to the failure to comply with Section 6.08), (g) or (h), or (y) in each other case, no Default or Event of Default, shall have occurred and be continuing at the time of the making of such Restricted Debt Payment or would immediately result therefrom and on a Pro Forma Basis, as of the Applicable Date of Determination and for the applicable Test Period, the Total Leverage Ratio shall not exceed 5.00 to 1.00 (and for the avoidance of doubt, no Restricted Debt Payment may be made in reliance on this clause (a)(A) prior to June 30, 2020), and (ii) using the Cumulative Amount so long as (x) if such Restricted Debt Payment is made in connection with a Limited Condition Transaction, no Default or Event of Default under Section 8.01(a), (b), (d) (solely with respect to the failure to comply with Section 6.08), (g) or (h), or (y) in each other case, no Default or Event of Default, shall have occurred and be continuing at the time of the making of such Restricted Debt Payment or would immediately result therefrom and on a Pro Forma Basis, as of the Applicable Date of Determination and for the applicable Test Period, if such Test Period ends (i) on or prior to September June 30, 20212020, the LQA Recurring Revenue Leverage Ratio shall not exceed 1.85 2.00 to 1.00, or (ii) on or after September June 30, 2021 2020 the Total Leverage Ratio shall not exceed 6.25 6.00 to 1.00, (B) in connection with any Permitted Refinancing thereof or to the extent made with the proceeds of Qualified Capital Stock of Holdings (other than any Equity Cure Contribution) that are Not Otherwise Applied; provided that in the case of any refinancing of Permitted Junior Refinancing Debt, such refinancing must be permitted by any applicable Intercreditor Agreement or, if applicable, the other customary subordination documentation related to such Permitted Junior Refinancing Debt; , (C) [reserved], (D) prepaying, redeeming, purchasing, defeasing or otherwise satisfying prior to the scheduled maturity thereof (or setting apart any property for such purpose) (1) in the case of any Group Member that is not a Credit Party, any Indebtedness owing by such Group Member to any other Group Member, (2) otherwise, any Indebtedness owing to any Credit Party and (3) so long as no Event of Default is continuing or would immediately result therefrom, any mandatory prepayments of Indebtedness incurred under clauses (b) and (e) of Section 6.01 and any Permitted Refinancing thereof, (E) making regularly scheduled or otherwise required payments of interest in respect of such Indebtedness (other than Indebtedness owing to any Affiliate of the Borrower other than an Affiliated Debt FundBorrower) and payments of fees, expenses and indemnification obligations thereunder but only, in the case of Subordinated Indebtedness, to the extent not restricted by the subordination provisions thereof, (F) so long as no Event of Default shall have occurred and be continuing or would immediately result therefrom, to the extent that such payment is made solely with cash contributions from the issuance of Equity Interests (other than Disqualified Capital Stock) of Holdings, which are contributed as cash common equity to any Credit Party and Not Otherwise Applied, (G) converting (or exchanging) any Indebtedness to (or for) Qualified Capital Stock of Holdings, (H) any AHYDO catch-up payments with respect thereto, (I) on or after June 30, 2020, so long as no Event of Default has occurred and is then continuing, making prepayments, redemptions, purchases, defeasance or other satisfaction of Indebtedness in an amount not to exceed the greater of $7,500,000 and 1510% of Consolidated EBITDA for the most recently ended Test Period per year less the aggregate amount re-allocated to Section 6.03(y) by the Borrower pursuant to Section 6.03(y), plus any unused amounts under Section 6.06(j), (J) so long as (A) if such Restricted Debt Payment is made in connection with a Limited Condition Transaction, no Event of Default under Section 8.01(a), (b), (g) or (h), or (B) in each other case, no Default or Event of Default, has occurred and is then continuing and computed on a Pro Forma Basis as of the Applicable Date of Determination and for the applicable Test Period, the Total Leverage Ratio does not exceed 5.00 to 1.00, making prepayments, redemptions, purchases, defeasance or other satisfaction of such Indebtedness; provided that any Limited Condition Transaction remains subject to the terms of Section 1.06 hereof, (K) any payments of intercompany obligations permitted under an intercompany subordination agreement or the other subordination terms approved by the Administrative Agent pursuant to Section 6.01(m) hereunder, and (L) in connection with the refinancing or exchange of any Indebtedness acquired in connection with a Permitted Acquisition or similar Investment to the extent such Indebtedness was not incurred in contemplation of such Permitted Acquisition or similar Investment to the extent such refinancing is permitted hereunder; andto

Prepayments of Certain Indebtedness; Modifications of Organizational Documents and Other Documents, etc. (a) Directly or indirectly make any voluntary or optional payment or prepayment of, or repurchase, redemption or acquisition for value of, or any prepayment or redemption as a result of any Asset Sale, change of control or similar event of, any Indebtedness for borrowed money outstanding under documents evidencing any (x) Indebtedness that is secured on a junior lien basis to the Obligations, (y) Obligations or Indebtedness that is unsecured or (z) Subordinated Indebtedness (“Restricted Debt Payment”) except (A) with in each case, to the Cumulative Amountextent not prohibited by this Agreement, any applicable Intercreditor Agreement or any other subordination terms applicable to any such Subordinated Indebtedness (including pursuant to a Permitted Refinancing), (i) on or after June 30, 2020 so long as (ix) if such Restricted Debt Payment is made in connection with a Limited Condition Transaction, no Default or Event of Default under Section 8.01(a), (b), (d) (solely with respect to the failure to comply with Section 6.08), (g) or (h), or (y) in each other case, no Default or Event of Default, shall have occurred and be continuing at the time of the making of such Restricted Debt Payment or would immediately result therefrom and on a Pro Forma Basis, as of the Applicable Date of Determination and for the applicable Test Period, the Total Leverage Ratio shall not exceed 5.00 to 1.00 (and for the avoidance of doubt, no Restricted Debt Payment may be made in reliance on this clause (a)(A) prior to June 30, 2020), and (ii) using the Cumulative Amount so long as (x) if such Restricted Debt Payment is made in connection with a Limited Condition Transaction, no Default or Event of Default under Section 8.01(a), (b), (d) (solely with respect to the failure to comply with Section 6.08), (g) or (h), or (y) in each other case, no Default or Event of Default, shall have occurred and be continuing at the time of the making of such Restricted Debt Payment or would immediately result therefrom and on a Pro Forma Basis, as of the Applicable Date of Determination and for the applicable Test Period, if such Test Period ends (i) on or prior to September June 30, 20212020, the LQA Recurring Revenue Leverage Ratio shall not exceed 1.85 2.00 to 1.00, or (ii) on or after September June 30, 2021 2020 the Total Leverage Ratio shall not exceed 6.25 6.00 to 1.00, (B) in connection with any Permitted Refinancing thereof or to the extent made with the proceeds of Qualified Capital Stock of Holdings (other than any Equity Cure Contribution) that are Not Otherwise Applied; provided that in the case of any refinancing of Permitted Junior Refinancing Debt, such refinancing must be permitted by any applicable Intercreditor Agreement or, if applicable, the other customary subordination documentation related to such Permitted Junior Refinancing Debt; , (C) [reserved], (D) prepaying, redeeming, purchasing, defeasing or otherwise satisfying prior to the scheduled maturity thereof (or setting apart any property for such purpose) (1) in the case of any Group Member that is not a Credit Party, any Indebtedness owing by such Group Member to any other Group Member, (2) otherwise, any Indebtedness owing to any Credit Party and (3) so long as no Event of Default is continuing or would immediately result therefrom, any mandatory prepayments of Indebtedness incurred under clauses (b) and (e) of Section 6.01 and any Permitted Refinancing thereof, (E) making regularly scheduled or otherwise required payments of interest in respect of such Indebtedness (other than Indebtedness owing to any Affiliate of the Borrower other than an Affiliated Debt FundBorrower) and payments of fees, expenses and indemnification obligations thereunder but only, in the case of Subordinated Indebtedness, to the extent not restricted by the subordination provisions thereof, (F) so long as no Event of Default shall have occurred and be continuing or would immediately result therefrom, to the extent that such payment is made solely with cash contributions from the issuance of Equity Interests (other than Disqualified Capital Stock) of Holdings, which are contributed as cash common equity to any Credit Party and Not Otherwise Applied, (G) converting (or exchanging) any Indebtedness to (or for) Qualified Capital Stock of Holdings, (H) any AHYDO catch-up payments with respect thereto, (I) on or after June 30, 2020, so long as no Event of Default has occurred and is then continuing, making prepayments, redemptions, purchases, defeasance or other satisfaction of Indebtedness in an amount not to exceed the greater of $7,500,000 7,500,00010,875,000 and 1510% of Consolidated EBITDA for the most recently ended Test Period per year less the aggregate amount re-allocated to Section 6.03(y) by the Borrower pursuant to Section 6.03(y), plus any unused amounts under Section 6.06(j), (J) on or after June 30, 2020, so long as (A) if such Restricted Debt Payment is made in connection with a Limited Condition Transaction, no Default or Event of Default under Section 8.01(a), (b), (d) (solely with respect to the failure to comply with Section 6.08), (g) or (h), or (B) in each other case, no Default or Event of Default, Default has occurred and is then continuing and computed on a Pro Forma Basis as of the Applicable Date of Determination and for the applicable Test Period, the Total Leverage Ratio does not exceed 5.00 to 1.00, making prepayments, redemptions, purchases, defeasance or other satisfaction of such Indebtedness; provided that any Limited Condition Transaction remains subject to the terms of Section 1.06 hereof, (K) any payments of intercompany obligations permitted under an intercompany subordination agreement or the other subordination terms approved by the Administrative Agent pursuant to Section 6.01(m) hereunder, and (L) in connection with the refinancing or exchange of any Indebtedness acquired in connection with a Permitted Acquisition or similar Investment to the extent such Indebtedness was not incurred in contemplation of such Permitted Acquisition or similar Investment to the extent such refinancing is permitted hereunder; and

Prepayments of Certain Indebtedness; Modifications of Organizational Documents and Other Documents, etc. (a) Directly or indirectly make any voluntary or optional payment or prepayment of, or repurchase, redemption or acquisition for value of, or any prepayment or redemption as a result of any Asset Sale, change of control or similar event of, any Indebtedness for borrowed money outstanding under documents evidencing any (x) Indebtedness that is (1) secured on a junior lien basis to the Obligations, unsecured or subordinated and (y2) Indebtedness in each case, in excess of $10,000,000 (or, if the Specified 2018 Acquisition is consummated on or prior to the date that is unsecured or (z180 days after the Closing Date, $13,400,000) Subordinated Indebtedness in aggregate outstanding principal amount (“Restricted Debt Payment”) except (A) to the extent not prohibited by this Agreement, any applicable Intercreditor Agreement or any subordination terms applicable to any such Subordinated Indebtedness (including pursuant to a Permitted Refinancing), with the Cumulative Amount, so long as (i) no Event of Default shall have occurred and be continuing at the time of the making of such Restricted Debt Payment or would immediately result therefrom and (ii) solely to the extent such payment, prepayment, repurchase, redemption or acquisition is made in reliance on clause (b) or (e) (solely as it relates to Retained Asset Sale Proceeds) of the definition of “Cumulative Amount”, on a Pro Forma Basis, the First Lien Leverage Ratio as of the Applicable Date of Determination and for the applicable Test Period, if such most recently ended Test Period ends (i) on or prior to September 30, 2021, the LQA Recurring Revenue Leverage Ratio shall not exceed 1.85 to 1.00, or (ii) after September 30, 2021 the Total Leverage Ratio shall not exceed 6.25 is no greater than 5.50 to 1.00, (B) in connection with any Permitted Refinancing thereof or to the extent made with the proceeds of Qualified Capital Stock of Holdings that are Not Otherwise Applied; provided that in the case of any refinancing of Permitted Junior Refinancing DebtDebt or other Indebtedness subject to any applicable Intercreditor Agreement, such refinancing must be permitted by any applicable such Intercreditor Agreement or, if applicable, the other customary subordination documentation related to such Permitted Junior Refinancing Debt; Debt or such other Indebtedness, (C) [reserved], (D) prepaying, redeeming, purchasing, defeasing or otherwise satisfying prior to the scheduled maturity thereof (or setting apart any property for such purpose) (1) in the case of any Group Member that is not a Credit Party, any Indebtedness owing by such Group Member to any other Group Member, (2) otherwise, any Indebtedness owing to any Credit Party and (3) so long as no Event of Default is continuing or would immediately result therefrom, any mandatory prepayments of Indebtedness incurred under clauses (b) and (e) of Section 6.01 and any Permitted Refinancing thereof, (E) making regularly scheduled or otherwise required payments of interest and mandatory prepayments in respect of such Indebtedness (other than Indebtedness owing to any Affiliate of the Borrower other than an Affiliated Debt Fund) and payments of fees, expenses and indemnification obligations thereunder but only, in the case of Subordinated Indebtedness, (to the extent not restricted by the any applicable intercreditor or subordination provisions thereofterms), (F) so long as no Event of Default shall have occurred and be continuing or would immediately result therefrom, to the extent that such payment is made solely with cash contributions from the issuance of Equity Interests (other than Disqualified Capital Stock) of Holdings, which are contributed as cash common equity to any Credit Party and Not Otherwise Applied, (G) converting (or exchanging) any Indebtedness to (or for) Qualified Capital Stock of Holdings, (H) if applicable, any AHYDO catch-up payments with respect thereto, (I) so long as no Event of Default has occurred and is then continuing, making prepayments, redemptions, purchases, defeasance or other satisfaction of Indebtedness in an amount not to exceed the greater of $7,500,000 15,000,000 and 1535% of Consolidated EBITDA for the most recently ended Test Period per year less the aggregate amount re-allocated to Section 6.03(y) by the Borrower pursuant to Section 6.03(y), plus any unused amounts under Section 6.06(j), (J) so long as (A) if such Restricted Debt Payment is made in connection with a Limited Condition Transaction, no Event of Default under Section 8.01(a), (b), (g) or (h), or (B) in each other case, no Default or Event of Default, Default has occurred and is then continuing and the First Lien Leverage Ratio computed on a Pro Forma Basis as of the Applicable Date of Determination and for the applicable most recently ended Test Period, the Total Leverage Ratio does not exceed 5.00 Period is no greater than 4.25 to 1.00, making prepayments, redemptions, purchases, defeasance or other satisfaction of such Indebtedness; provided that any Limited Condition Transaction remains subject to the terms of Section 1.06 hereof, (K) mandatory prepayments of any payments of intercompany obligations Incremental Facility and/or Permitted Incremental Equivalent Debt and/or Junior Secured Indebtedness that, in each case, is secured on a junior basis to the Secured Obligations (or any Permitted Refinancing thereof) with Declined Proceeds or as otherwise permitted under an intercompany subordination agreement or by Section 2.10(h) to the other subordination terms approved extent not prohibited by the Administrative Agent pursuant to Section 6.01(m) hereunderany applicable Intercreditor Agreement, and (L) in connection with the refinancing or exchange of any Indebtedness acquired in connection with a Permitted Acquisition or similar Investment to the extent such Indebtedness was not incurred in contemplation of such Permitted Acquisition or similar Investment Investment), (M) any payments of intercompany obligations permitted under the Intercompany Subordination Agreement or the other subordination terms approved by the Administrative Agent pursuant to Section 6.01(m) hereunder and (N) on the extent such refinancing is permitted hereunder; andEffective Date, the Second Lien Refinancing;

Prepayments of Certain Indebtedness; Modifications of Organizational Documents and Other Documents, etc. (a) Directly or indirectly make any voluntary or optional payment or prepayment of, or repurchase, redemption redemption, conversion, exchange, settlement or acquisition for value of, or any prepayment or redemption as a result of any Asset Sale, change of control or similar event of, any Indebtedness for borrowed money outstanding under documents evidencing any (x) Indebtedness that is secured on a junior lien basis to the Obligations, (y) Indebtedness that is unsecured (including, without limitation, any Convertible Indebtedness) or (z) Subordinated Indebtedness (“Restricted Debt Payment”) except (A) with in the Cumulative Amountcase of Permitted Convertible Indebtedness, so long as (1) (i) no Event of Default shall have occurred and be continuing at any payments in connection with a Permitted Bond Hedge Transaction to the time of the making of such Restricted Debt Payment or would immediately result therefrom extent permitted by Section 6.06(j) and (ii) on a Pro Forma Basisthe settlement of any related Permitted Warrant Transaction to the extent permitted by Section 6.06(j) or (b) payment of an early termination amount thereof in the Borrower’s Qualified Capital Stock in the form of common stock upon any early termination thereof, as (2) the issuance of Qualified Capital Stock upon the repurchase, redemption, conversion, exchange, exercise or settlement of any security (including, for the avoidance of doubt, the conversion or exchange of any Permitted Convertible Indebtedness into such Qualified Capital Stock), (3) payments of interest under any Permitted Convertible Indebtedness but only to the extent, in each case, not restricted by the Intercreditor Agreement or subordination agreement with respect thereto, and (4) any payments in connection with repurchase, exchange or inducement of the Applicable Date conversion of Determination Permitted Convertible Indebtedness (a “Refinanced Series of Convertible Debt”) by delivery of shares of Borrower’s Qualified Capital Stock in the form of common stock and/or a different series of Permitted Convertible Indebtedness (which such new series of Permitted Convertible Indebtedness replacing such Refinanced Series of Convertible Debt (such new series, a “Refinancing Convertible Notes”) (x) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the analogous date under the indenture governing the Refinanced Series of Convertible Debt that are so repurchased, exchanged or converted, (y) has terms, conditions and covenants that are no less favorable to Borrower than the Refinanced Series of Convertible Debt that are so repurchased, exchanged or converted (as determined by the Borrower in good faith and in its reasonable discretion) and (z) would otherwise qualify as and be permitted hereunder as the same type of Permitted Convertible Indebtedness as such Refinanced Series of Convertible Debt being so repurchased, exchanged or converted as if such Refinancing Convertible Notes was being issued on such date under Section 6.01(q) or (r)) and/or by payment of cash (in an amount that does not exceed the proceeds received by the Borrower from the substantially concurrent issuance of shares of Borrower’s common stock and/or Refinancing Convertible Notes plus the net cash proceeds, if any, received by the Borrower pursuant to the related exercise or early unwind or termination of the related Permitted Bond Hedge Transactions and Permitted Warrant Transactions, if any, pursuant to the immediately following proviso), in each case, to the extent any such amounts are not otherwise applied; provided that, substantially concurrently with, or a commercially reasonable period of time before or after, the related settlement date for the applicable Test PeriodRefinanced Series of Convertible Debt that are so repurchased, exchanged or converted, the Borrower shall (and, for the avoidance of doubt, shall be permitted hereunder to) exercise or unwind or terminate early (whether in cash, shares or any combination thereof) the portion of the Permitted Bond Hedge Transactions and Permitted Warrant Transactions, if any, corresponding to such Test Period ends (i) on Refinanced Series of Convertible Debt that are so repurchased, exchanged or prior to September 30, 2021, the LQA Recurring Revenue Leverage Ratio shall not exceed 1.85 to 1.00, or (ii) after September 30, 2021 the Total Leverage Ratio shall not exceed 6.25 to 1.00converted, (B) in connection with any Permitted Refinancing thereof or but only to the extent made with extent, in each case, not restricted by the proceeds of Qualified Capital Stock of Holdings that are Not Otherwise Applied; provided that in the case of any refinancing of Permitted Junior Refinancing Debt, such refinancing must be permitted by any applicable Intercreditor Agreement oror subordination agreement with respect thereto, if applicable, the other customary subordination documentation related to such Permitted Junior Refinancing Debt; (C) [reserved], (D) prepaying, redeeming, purchasing, defeasing or otherwise satisfying prior to the scheduled maturity thereof (or setting apart any property for such purpose) (1) in the case of any Group Member that is not a Credit Party, any Indebtedness owing by such Group Member to any other Group Member, (2) otherwise, any Indebtedness owing to any Credit Party and (3) so long as no Event of Default is continuing or would immediately result therefrom, any mandatory prepayments of Indebtedness incurred under clauses (b) and (e) of Section 6.01 and any Permitted Refinancing thereof, (ED) making regularly scheduled or otherwise required payments of interest in respect of such Indebtedness (other than Indebtedness owing to any Affiliate of the Borrower other than an Affiliated Debt Funda Credit Party or (if owed by a Restricted Subsidiary that is not a Credit Party) any Restricted Subsidiary) and payments of fees, expenses and indemnification obligations thereunder but onlyonly to the extent, in the case of Subordinated Indebtednesseach case, to the extent not restricted by the Intercreditor Agreement or subordination provisions thereofagreement with respect thereto, (FE) so long as no Event of Default shall have occurred and be continuing or would immediately result therefrom, to the extent that such payment is made solely with cash contributions from the issuance of Equity Interests (other than Disqualified Capital Stock) of Holdingsthe Borrower, which are contributed as cash common equity to any Credit Party and Not Otherwise AppliedApplied and are received substantially concurrently with such Restricted Debt Payment, (GF) converting (or exchanging) any Indebtedness to (or for) Qualified Capital Stock of Holdingsthe Borrower, (HG) any AHYDO catch-up payments with respect thereto, (IH) so long as no Event of Default has occurred and is then continuing, making prepayments, redemptions, purchases, defeasance or other satisfaction of Indebtedness in an aggregate amount not to exceed the greater of $7,500,000 15,000,000 and 153.6% of Consolidated EBITDA LQA Revenue for the most recently ended Test Period per year less the aggregate amount re-allocated to Section 6.03(yPeriod, (I) by the Borrower pursuant to Section 6.03(y), plus any unused amounts under Section 6.06(j)[reserved], (J) so long as (A) if such Restricted Debt Payment is made in connection with a Limited Condition Transaction, no Event of Default under Section 8.01(a), (b), (g) or (h), or (B) in each other case, no Default or Event of Default, has occurred and is then continuing and computed on a Pro Forma Basis as of the Applicable Date of Determination and for the applicable Test Period, the Total Leverage Ratio does not exceed 5.00 to 1.00, making prepayments, redemptions, purchases, defeasance or other satisfaction of such Indebtedness; provided that any Limited Condition Transaction remains subject to the terms of Section 1.06 hereof, (K) any payments of intercompany obligations permitted under an intercompany subordination agreement or the other subordination terms approved by the Administrative Agent pursuant to Section 6.01(m6.01(l) hereunder, and (LK) in connection with the refinancing or exchange of any Indebtedness acquired in connection with a Permitted Acquisition or similar Investment to the extent such Indebtedness was not incurred in contemplation of such Permitted Acquisition or similar Investment to the extent such refinancing is permitted hereunder; and;

Prepayments of Certain Indebtedness; Modifications of Organizational Documents and Other Documents, etc. (a) Directly or indirectly make any voluntary or optional payment or prepayment of, or repurchase, redemption or acquisition for value of, or any prepayment or redemption as a result of any Asset Sale, change of control or similar event of, any Indebtedness for borrowed money outstanding under documents evidencing any (x) Indebtedness that is secured on a junior lien basis to the Obligations, (y) Indebtedness that is unsecured or (z) Subordinated Indebtedness (“Restricted Debt Payment”) except (A) with the Cumulative Amount, so long as (i) no Event of Default shall have occurred and be continuing at the time of the making of such Restricted Debt Payment or would immediately result therefrom and (ii) on a Pro Forma Basis, as of the Applicable Date of Determination and for the applicable Test Period, if such Test Period ends (i) on or prior to September June 30, 2021, the LQA LTM Recurring Revenue Leverage Ratio shall not exceed 1.85 1.75 to 1.00, or (ii) after September June 30, 2021 the Total Leverage Ratio shall not exceed 6.25 6.00 to 1.00, (B) in connection with any Permitted Refinancing thereof or to the extent made with the proceeds of Qualified Capital Stock of Holdings (other than any Equity Cure Contribution) that are Not Otherwise Applied; provided that in the case of any refinancing of Permitted Junior Refinancing Debt, such refinancing must be permitted by any applicable Intercreditor Agreement or, if applicable, the other customary subordination documentation related to such Permitted Junior Refinancing Debt; (C) [reserved], (D) prepaying, redeeming, purchasing, defeasing or otherwise satisfying prior to the scheduled maturity thereof (or setting apart any property for such purpose) (1) in the case of any Group Member that is not a Credit Party, any Indebtedness owing by such Group Member to any other Group Member, (2) otherwise, any Indebtedness owing to any Credit Party and (3) so long as no Event of Default is continuing or would immediately result therefrom, any mandatory prepayments of Indebtedness incurred under clauses (b) and (e) of Section 6.01 and any Permitted Refinancing thereof, (E) making regularly scheduled or otherwise required payments of interest in respect of such Indebtedness (other than Indebtedness owing to any Affiliate of the Borrower other than an Affiliated Debt FundBorrower) and payments of fees, expenses and indemnification obligations thereunder but only, in the case of Subordinated Indebtedness, to the extent not restricted by the subordination provisions thereof, (F) so long as no Event of Default shall have occurred and be continuing or would immediately result therefrom, to the extent that such payment is made solely with cash contributions from the issuance of Equity Interests (other than Disqualified Capital Stock) of Holdings, which are contributed as cash common equity to any Credit Party and Not Otherwise Applied, (G) converting (or exchanging) any Indebtedness to (or for) Qualified Capital Stock of Holdings, (H) any AHYDO catch-up payments with respect thereto, (I) so long as no Event of Default has occurred and is then continuing, making prepayments, redemptions, purchases, defeasance or other satisfaction of Indebtedness in an amount not to exceed the greater of $7,500,000 6,300,000 and 15% of Consolidated EBITDA for the most recently ended Test Period per year less the aggregate amount re-allocated to Section 6.03(y) by the Borrower pursuant to Section 6.03(y), plus any unused amounts under Section 6.06(j), (J) so long as (A) if such Restricted Debt Payment is made in connection with a Limited Condition Transaction, no Event of Default under Section 8.01(a), (b), (g) or (h), or (B) in each other case, no Default or Event of Default, has occurred and is then continuing and computed on a Pro Forma Basis as of the Applicable Date of Determination and for the applicable Test Period, the Total Leverage Ratio does not exceed 5.00 to 1.00, making prepayments, redemptions, purchases, defeasance or other satisfaction of such Indebtedness; provided that any Limited Condition Transaction remains subject to the terms of Section 1.06 hereof, (K) any payments of intercompany obligations permitted under an intercompany subordination agreement or the other subordination terms approved by the Administrative Agent pursuant to Section 6.01(m) hereunder, and (L) in connection with the refinancing or exchange of any Indebtedness acquired in connection with a Permitted Acquisition or similar Investment to the extent such Indebtedness was not incurred in contemplation of such Permitted Acquisition or similar Investment to the extent such refinancing is permitted hereunder; and

Prepayments of Certain Indebtedness; Modifications of Organizational Documents and Other Documents, etc. (a) Directly or indirectly make any voluntary or optional payment or prepayment of, or repurchase, redemption or acquisition for value of, or any prepayment or redemption as a result of any Asset Sale, change of control or similar event of, any Indebtedness for borrowed money outstanding under documents evidencing any (x) Indebtedness that is secured on a junior lien basis to the Obligations, (y) Indebtedness that is unsecured or (z) Subordinated Indebtedness (“Restricted Debt Payment”) except (A) with the Cumulative Amount, so long as (i) no Event of Default shall have occurred and be continuing at the time of the making of such Restricted Debt Payment or would immediately result therefrom and (ii) on a Pro Forma Basis, as of the Applicable Date of Determination and for the applicable Test Period, if such Test Period ends (i) on or prior to September 30, 2021, the LQA Recurring Revenue Leverage Ratio shall not exceed 1.85 to 1.00, or (ii) after September 30, 2021 the Total Leverage Ratio shall not exceed 6.25 to 1.00, (B) in connection with any Permitted Refinancing thereof or to the extent made with the proceeds of Qualified Capital Stock of Holdings that are Not Otherwise Applied; provided that in the case of any refinancing of Permitted Junior Refinancing Debt, such refinancing must be permitted by any applicable Intercreditor Agreement or, if applicable, the other customary subordination documentation related to such Permitted Junior Refinancing Debt; (C) [reserved], (D) prepaying, redeeming, purchasing, defeasing or otherwise satisfying prior to the scheduled maturity thereof (or setting apart any property for such purpose) (1) in the case of any Group Member that is not a Credit Party, any Indebtedness owing by such Group Member to any other Group Member, (2) otherwise, any Indebtedness owing to any Credit Party and (3) so long as no Event of Default is continuing or would immediately result therefrom, any mandatory prepayments of Indebtedness incurred under clauses (b) and (e) of Section 6.01 and any Permitted Refinancing thereof, (E) making regularly scheduled or otherwise required payments of interest in respect of such Indebtedness (other than Indebtedness owing to any Affiliate of the Borrower other than an Affiliated Debt Fund) and payments of fees, expenses and indemnification obligations thereunder but only, in the case of Subordinated Indebtedness, to the extent not restricted by the subordination provisions thereof, (F) so long as no Event of Default shall have occurred and be continuing or would immediately result therefrom, to the extent that such payment is made solely with cash contributions from the issuance of Equity Interests (other than Disqualified Capital Stock) of Holdings, which are contributed as cash common equity to any Credit Party and Not Otherwise Applied, (G) converting (or exchanging) any Indebtedness to (or for) Qualified Capital Stock of Holdings, (H) any AHYDO catch-up payments with respect thereto, (I) so long as no Event of Default has occurred and is then continuing, making prepayments, redemptions, purchases, defeasance or other satisfaction of Indebtedness in an amount not to exceed the greater of $7,500,000 and 15% of Consolidated EBITDA for the most recently ended Test Period per year less the aggregate amount re-allocated to Section 6.03(y) by the Borrower pursuant to Section 6.03(y), plus any unused amounts under Section 6.06(j), (J) so long as (A) if such Restricted Debt Payment is made in connection with a Limited Condition Transaction, no Event of Default under Section 8.01(a), (b), (g) or (h), or (B) in each other case, no Default or Event of Default, has occurred and is then continuing and computed on a Pro Forma Basis as of the Applicable Date of Determination and for the applicable Test Period, the Total Leverage Ratio does not exceed 5.00 to 1.00, making prepayments, redemptions, purchases, defeasance or other satisfaction of such Indebtedness; provided that any Limited Condition Transaction remains subject to the terms of Section 1.06 hereof, (K) any payments of intercompany obligations permitted under an intercompany subordination agreement or the other subordination terms approved by the Administrative Agent pursuant to Section 6.01(m) hereunder, and (L) in connection with the refinancing or exchange of any Indebtedness acquired in connection with a Permitted Acquisition or similar Investment to the extent such Indebtedness was not incurred in contemplation of such Permitted Acquisition or similar Investment to the extent such refinancing is permitted hereunder; andto

Prepayments of Certain Indebtedness; Modifications of Organizational Documents and Other Documents, etc. (a) Directly or indirectly make any voluntary or optional payment or prepayment of, or repurchase, redemption or acquisition for value of, or any prepayment or redemption as a result of any Asset Sale, change of control or similar event of, any Indebtedness for borrowed money outstanding under documents evidencing any (x) Indebtedness that is secured on a junior lien basis to the Obligations, (y) Indebtedness that is unsecured or (z) Subordinated Indebtedness (“Restricted Debt Payment”) except (A) with the Cumulative Amount, so long as (i) no Event of Default shall have occurred and be continuing at the time of the making of such Restricted Debt Payment or would immediately result therefrom and (ii) on a Pro Forma Basis, as of the Applicable Date of Determination and for the applicable Test Period, if such Test Period ends (i) on or prior to September 30, 2021, the LQA Recurring Revenue Leverage Ratio shall not exceed 1.85 to 1.00, or (ii) after September 30, 2021 the Total Leverage Ratio shall not exceed 6.25 to 1.00[reserved], (B) in connection with any Permitted Refinancing thereof or to the extent made with the proceeds of Qualified Capital Stock of Holdings that are Not Otherwise Applied; provided that in the case of any refinancing of Permitted Junior Refinancing Debt, such refinancing must be permitted by any applicable Intercreditor Agreement or, if applicable, the other customary subordination documentation related to such Permitted Junior Refinancing Debtthereof; (C) [reserved], (D) prepaying, redeeming, purchasing, defeasing or otherwise satisfying prior to the scheduled maturity thereof (or setting apart any property for such purpose) (1) in the case of any Group Member that is not a Credit Party, any Indebtedness owing by such Group Member to any other Group Member, (2) otherwise, any Indebtedness owing to any Credit Party and (3) so long as no Event of Default is continuing or would immediately result therefrom, any mandatory prepayments of Indebtedness incurred under clauses (b) and (e) of Section 6.01 and any Permitted Refinancing thereof, (ED) making regularly scheduled or otherwise required payments of interest in respect of such Indebtedness (other than Indebtedness owing to any Affiliate of the Borrower other than an Affiliated Debt Funda Credit Party or (if owed by a Restricted Subsidiary that is not a Credit Party) any Restricted Subsidiary) and payments of fees, expenses and indemnification obligations thereunder but onlyonly to the extent, in the case of Subordinated Indebtednesseach case, to the extent not restricted by the Intercreditor Agreement or subordination provisions thereofagreement with respect thereto, (FE) so long as no Event of Default shall have occurred and be continuing or would immediately result therefrom, to the extent that such payment is made solely with cash contributions from the issuance of Equity Interests (other than Disqualified Capital StockStock or Equity Cure Contributions) of Holdingsthe Borrower, which are contributed as cash common equity to any Credit Party and Not Otherwise AppliedApplied and are received substantially concurrently with such Restricted Debt Payment, (GF) converting (or exchanging) any Indebtedness to (or for) Qualified Capital Stock of Holdingsthe Borrower, (HG) any AHYDO catch-up payments with respect thereto, (IH) so long as no Event of Default has occurred and is then continuing, making prepayments, redemptions, purchases, defeasance or other satisfaction of Indebtedness in an aggregate amount not to exceed the greater of $7,500,000 10,000,000 and 154.8% of Consolidated EBITDA Annual Recurring Revenue for the most recently ended Test Period per year less the aggregate amount re-allocated to Section 6.03(yPeriod, (I) by the Borrower pursuant to Section 6.03(y), plus any unused amounts under Section 6.06(j)[reserved], (J) so long as (A) if such Restricted Debt Payment is made in connection with a Limited Condition Transaction, no Event of Default under Section 8.01(a), (b), (g) or (h), or (B) in each other case, no Default or Event of Default, has occurred and is then continuing and computed on a Pro Forma Basis as of the Applicable Date of Determination and for the applicable Test Period, the Total Leverage Ratio does not exceed 5.00 to 1.00, making prepayments, redemptions, purchases, defeasance or other satisfaction of such Indebtedness; provided that any Limited Condition Transaction remains subject to the terms of Section 1.06 hereof, (K) any payments of intercompany obligations permitted under an intercompany subordination agreement or the other subordination terms approved by the Administrative Agent pursuant to Section 6.01(m6.01(l) hereunder, and (LK) in connection with the refinancing or exchange of any Indebtedness acquired in connection with a Permitted Acquisition or similar Investment to the extent such Indebtedness was not incurred in contemplation of such Permitted Acquisition or similar Investment to the extent such refinancing is permitted hereunder; and128

Prepayments of Certain Indebtedness; Modifications of Organizational Documents and Other Documents, etc. (a) Directly or indirectly make any voluntary or optional payment or prepayment of, or repurchase, redemption or acquisition for value of, or any prepayment or redemption as a result of any Asset Sale, change of control or similar event of, any Indebtedness for borrowed money outstanding under documents evidencing any (x) Indebtedness that is (1) secured on a junior lien basis to the Obligations, (y) Indebtedness that is unsecured or subordinated and (z2) Subordinated Indebtedness in each case, in excess of $21,500,000 in aggregate outstanding principal amount (“Restricted Debt Payment”) except (A) to the extent not prohibited by this Agreement, any applicable Intercreditor Agreement or any subordination terms applicable to any such Subordinated Indebtedness (including pursuant to a Permitted Refinancing), with the Cumulative Amount, so long as (i) no Event of Default shall have occurred and be continuing at the time of the making of such Restricted Debt Payment or would immediately result therefrom and (ii) solely to the extent such payment, prepayment, repurchase, redemption or acquisition is made in reliance on clause (b) of the definition of “Cumulative Amount”, on a Pro Forma Basis, the First Lien Leverage Ratio as of the Applicable Date of Determination and for the applicable Test Period, if such most recently ended Test Period ends (i) on or prior to September 30, 2021, the LQA Recurring Revenue Leverage Ratio shall not exceed 1.85 to 1.00, or (ii) after September 30, 2021 the Total Leverage Ratio shall not exceed 6.25 is no greater than 4.50 to 1.00, (B) in connection with any Permitted Refinancing thereof or to the extent made with the proceeds of Qualified Capital Stock of Holdings that are Not Otherwise Applied; provided that in the case of any refinancing of Permitted Junior Refinancing DebtDebt or other Indebtedness subject to any applicable Intercreditor Agreement, such refinancing must be permitted by any applicable such Intercreditor Agreement or, if applicable, the other customary subordination documentation related to such Permitted Junior Refinancing Debt; Debt or such other Indebtedness, (C) [reserved], (D) prepaying, redeeming, purchasing, defeasing or otherwise satisfying prior to the scheduled maturity thereof (or setting apart any property for such purpose) (1) in the case of any Group Member that is not a Credit Party, any Indebtedness owing by such Group Member to any other Group Member, (2) otherwise, any Indebtedness owing to any Credit Party and (3) so long as no Event of Default is continuing or would immediately result therefrom, any mandatory prepayments of Indebtedness incurred under clauses (b) and (e) of Section 6.01 and any Permitted Refinancing thereof, (E) making regularly scheduled or otherwise required payments of interest and mandatory prepayments in respect of such Indebtedness (other than Indebtedness owing to any Affiliate of the Borrower other than an Affiliated Debt Fund) and payments of fees, expenses and indemnification obligations thereunder but only, in the case of Subordinated Indebtedness, (to the extent not restricted by the any applicable intercreditor or subordination provisions thereofterms), (F) so long as no Event of Default shall have occurred and be continuing or would immediately result therefrom, to the extent that such payment is made solely with cash contributions from the issuance of Equity Interests (other than Disqualified Capital Stock) of Holdings, which are contributed as cash common equity to any Credit Party and Not Otherwise Applied, (G) converting (or exchanging) any Indebtedness to (or for) Qualified Capital Stock of Holdings, (H) if applicable, any AHYDO catch-up payments with respect thereto, (I) so long as no Event of Default has occurred and is then continuing, making prepayments, redemptions, purchases, defeasance or other satisfaction of Indebtedness in an amount not to exceed the greater of $7,500,000 55,000,000 and 1535% of Consolidated EBITDA for the most recently ended Test Period per year less the aggregate amount re-allocated to Section 6.03(y) by the Borrower pursuant to Section 6.03(y), plus any unused amounts under Section 6.06(j6.06(i), (J) so long as (A) if such Restricted Debt Payment is made in connection with a Limited Condition Transaction, no Event of Default under Section 8.01(a), (b), (g) or (h), or (B) in each other case, no Default or Event of Default, Default has occurred and is then continuing and the First Lien Leverage Ratio computed on a Pro Forma Basis as of the Applicable Date of Determination and for the applicable most recently ended Test Period, the Total Leverage Ratio does not exceed 5.00 Period is no greater than 4.50 to 1.00, making prepayments, redemptions, purchases, defeasance or other satisfaction of such Indebtedness; provided that any Limited Condition Transaction remains subject to the terms of Section 1.06 1,06 hereof, (K) mandatory prepayments of any payments of intercompany obligations Incremental Facility and/or Permitted 176 Incremental Equivalent Debt and/or Junior Secured Indebtedness that, in each case, is secured on a junior basis to the Secured Obligations (or any Permitted Refinancing thereof) with Declined Proceeds or as otherwise permitted under an intercompany subordination agreement or by Section 2.10(h) to the other subordination terms approved extent not prohibited by the Administrative Agent pursuant to Section 6.01(m) hereunderany applicable Intercreditor Agreement, and (L) in connection with the refinancing or exchange of any Indebtedness acquired in connection with a Permitted Acquisition or similar Investment to the extent such Indebtedness was not incurred in contemplation of such Permitted Acquisition or similar Investment Investment), (M) any payments of intercompany obligations permitted under the Intercompany Subordination Agreement or the other subordination terms approved by the Administrative Agent pursuant to Section 6.01(m) hereunder and (N) on the extent such refinancing is permitted hereunder; andEffective Date, the Second Lien Refinancing;

Prepayments of Certain Indebtedness; Modifications of Organizational Documents and Other Documents, etc. (a) Directly or indirectly make any voluntary or optional payment or prepayment of, or repurchase, redemption or acquisition for value of, or any prepayment or redemption as a result of any Asset Sale, change of control or similar event of, any Indebtedness for borrowed money outstanding under documents evidencing any (x) Indebtedness that is secured on a junior lien basis to the Obligations, (y) Indebtedness that is unsecured or (z) Subordinated Indebtedness (“Restricted Debt Payment”) except (A) to the extent not prohibited by this Agreement, any applicable Intercreditor Agreement or any other subordination terms applicable to any such Subordinated Indebtedness (including pursuant to a Permitted Refinancing), with the Cumulative Amount, so long as (i) no Event of Default shall have occurred and be continuing at the time of the making of such Restricted Debt Payment or would immediately result therefrom and (ii) on a Pro Forma Basis, the Total Leverage Ratio as of the Applicable Date of Determination and for the applicable Test Period, if such most recently ended Test Period ends (i) on or prior to September 30, 2021, the LQA Recurring Revenue Leverage Ratio shall not exceed 1.85 to 1.00, or (ii) after September 30, 2021 the Total Leverage Ratio shall not exceed 6.25 is no greater than 5.00 to 1.00, (B) in connection with any Permitted Refinancing thereof or to the extent made with the proceeds of Qualified Capital Stock of Holdings (other than any Equity Cure Contribution) that are Not Otherwise Applied; provided that in the case of any refinancing of Permitted Junior Refinancing DebtSecured Indebtedness, such refinancing must be permitted by any applicable Intercreditor Agreement or, if applicable, the other customary subordination documentation related to such Permitted Junior Refinancing Debt; Subordinated Indebtedness, (C) [reserved], (D) prepaying, redeeming, purchasing, defeasing or otherwise satisfying prior to the scheduled maturity thereof (or setting apart any property for such purpose) (1) in the case of any Group Member that is not a Credit Party, any Indebtedness owing by such Group Member to any other Group Member, (2) otherwise, any Indebtedness owing to any Credit Party and (3) so long as no Event of Default is continuing or would immediately result therefrom, any mandatory prepayments of Indebtedness incurred under clauses (b) and (e) of Section 6.01 and any Permitted Refinancing thereof, (E) making regularly scheduled or otherwise required payments of interest in respect of such Indebtedness (other than Indebtedness owing to any Affiliate of the Borrower Borrowers other than an Affiliated Debt Fundany Credit Party) and payments of fees, expenses and indemnification obligations thereunder thereunder, but only, in the case of Subordinated Indebtedness, to the extent not restricted permitted by the subordination provisions thereof, (F) so long as no Event of Default shall have occurred and be continuing or would immediately result therefrom, to the extent that such payment is made solely with cash contributions from the issuance of Equity Interests (other than Disqualified Capital Stock) of Holdings, which are contributed as cash common equity to any Credit Party and Not Otherwise Applied, (G) converting (or exchanging) any Indebtedness to (or for) Qualified Capital Stock of Holdings, (H) any AHYDO catch-up payments with respect theretoto Indebtedness permitted under this Agreement, (I) so long as no Event of Default has occurred and is then continuing, making prepayments, redemptions, purchases, defeasance or other satisfaction of Indebtedness in an amount not to exceed the greater of $7,500,000 and 15% of Consolidated EBITDA for the most recently ended Test Period per year less the aggregate amount re-allocated to Section 6.03(y) by the Borrower pursuant to Section 6.03(y)9,000,000, plus any unused amounts under Section 6.06(j6.06(i), (J) so long as (A) if such Restricted Debt Payment is made in connection with a Limited Condition Transaction, no Event of Default under Section 8.01(a), (b), (g) or (h), or (B) in each other case, no Default or Event of Default, Default has occurred and is then continuing and the Total Leverage Ratio computed on a Pro Forma Basis as of the Applicable Date of Determination and for the applicable most recently ended Test Period, the Total Leverage Ratio does not exceed 5.00 Period is no greater than 4.25 to 1.00, making prepayments, redemptions, purchases, defeasance or other satisfaction of such Indebtedness; provided that any Limited Condition Transaction remains subject to the terms of Section 1.06 hereof, and (K) any payments of intercompany obligations permitted under an intercompany subordination agreement the Intercompany Subordination Agreement or the other subordination terms approved by the Administrative Agent pursuant to Section 6.01(m) hereunder, and (L) in connection with the refinancing or exchange of any Indebtedness acquired in connection with a Permitted Acquisition or similar Investment to the extent such Indebtedness was not incurred in contemplation of such Permitted Acquisition or similar Investment to the extent such refinancing is permitted hereunder; and;

Prepayments of Certain Indebtedness; Modifications of Organizational Documents and Other Documents, etc. (a) Directly or indirectly make any voluntary or optional payment or prepayment of, or repurchase, redemption or acquisition for value of, or any prepayment or redemption as a result of any Asset Sale, change of control or similar event of, any Indebtedness for borrowed money outstanding under documents evidencing any (x) Indebtedness that is (1) secured on a junior lien basis to the Obligations, (y) Indebtedness that is unsecured or subordinated and (z2) Subordinated Indebtedness in each case, in excess of $21,500,000 in aggregate outstanding principal amount (“Restricted Debt Payment”) except (A) to the extent not prohibited by this Agreement, any applicable Intercreditor Agreement or any subordination terms applicable to any such Subordinated Indebtedness (including pursuant to a Permitted Refinancing), with the Cumulative Amount, so long as (i) no Event of Default shall have occurred and be continuing at the time of the making of such Restricted Debt Payment or would immediately result therefrom and (ii) solely to the extent such payment, prepayment, repurchase, redemption or acquisition is made in reliance on clause (b) of the definition of “Cumulative Amount”, on a Pro Forma Basis, the First Lien Leverage Ratio as of the Applicable Date of Determination and for the applicable Test Period, if such most recently ended Test Period ends (i) on or prior to September 30, 2021, the LQA Recurring Revenue Leverage Ratio shall not exceed 1.85 to 1.00, or (ii) after September 30, 2021 the Total Leverage Ratio shall not exceed 6.25 is no greater than 4.50 to 1.00, (B) in connection with any Permitted Refinancing thereof or to the extent made with the proceeds of Qualified Capital Stock of Holdings that are Not Otherwise Applied; provided that in the case of any refinancing of Permitted Junior Refinancing DebtDebt or other Indebtedness subject to any applicable Intercreditor Agreement, such refinancing must be permitted by any applicable such Intercreditor Agreement or, if applicable, the other customary subordination documentation related to such Permitted Junior Refinancing Debt; Debt or such other Indebtedness, (C) [reserved], (D) prepaying, redeeming, purchasing, defeasing or otherwise satisfying prior to the scheduled maturity thereof (or setting apart any property for such purpose) (1) in the case of any Group Member that is not a Credit Party, any Indebtedness owing by such Group Member to any other Group Member, (2) otherwise, any Indebtedness owing to any Credit Party and (3) so long as no Event of Default is continuing or would immediately result therefrom, any mandatory prepayments of Indebtedness incurred under clauses (b) and (e) of Section 6.01 and any Permitted Refinancing thereof, (E) making regularly scheduled or otherwise required payments of interest and mandatory prepayments in respect of such Indebtedness (other than Indebtedness owing to any Affiliate of the Borrower other than an Affiliated Debt Fund) and payments of fees, expenses and indemnification obligations thereunder but only, in the case of Subordinated Indebtedness, (to the extent not restricted by the any applicable intercreditor or subordination provisions thereofterms), (F) so long as no Event of Default shall have occurred and be continuing or would immediately result therefrom, to the extent that such payment is made solely with cash contributions from the issuance of Equity Interests (other than Disqualified Capital Stock) of Holdings, which are contributed as cash common equity to any Credit Party and Not Otherwise Applied, (G) converting (or exchanging) any Indebtedness to (or for) Qualified Capital Stock of Holdings, (H) if applicable, any AHYDO catch-up payments with respect thereto, (I) so long as no Event of Default has occurred and is then continuing, making prepayments, redemptions, purchases, defeasance or other satisfaction 189 of Indebtedness in an amount not to exceed the greater of $7,500,000 55,000,000 and 1535% of Consolidated EBITDA for the most recently ended Test Period per year less the aggregate amount re-allocated to Section 6.03(y) by the Borrower pursuant to Section 6.03(y), plus any unused amounts under Section 6.06(j), (J) so long as (A) if such Restricted Debt Payment is made in connection with a Limited Condition Transaction, no Event of Default under Section 8.01(a), (b), (g) or (h), or (B) in each other case, no Default or Event of Default, Default has occurred and is then continuing and the First Lien Leverage Ratio computed on a Pro Forma Basis as of the Applicable Date of Determination and for the applicable most recently ended Test Period, the Total Leverage Ratio does not exceed 5.00 Period is no greater than 4.50 to 1.00, making prepayments, redemptions, purchases, defeasance or other satisfaction of such Indebtedness; provided that any Limited Condition Transaction remains subject to the terms of Section 1.06 hereof, (K) mandatory prepayments of any payments of intercompany obligations Incremental Facility and/or Permitted Incremental Equivalent Debt and/or Junior Secured Indebtedness that, in each case, is secured on a junior basis to the Secured Obligations (or any Permitted Refinancing thereof) with Declined Proceeds or as otherwise permitted under an intercompany subordination agreement or by Section 2.10(h) to the other subordination terms approved extent not prohibited by the Administrative Agent pursuant to Section 6.01(m) hereunderany applicable Intercreditor Agreement, and (L) in connection with the refinancing or exchange of any Indebtedness acquired in connection with a Permitted Acquisition or similar Investment to the extent such Indebtedness was not incurred in contemplation of such Permitted Acquisition or similar Investment Investment), (M) any payments of intercompany obligations permitted under the Intercompany Subordination Agreement or the other subordination terms approved by the Administrative Agent pursuant to Section 6.01(m) hereunder and (N) on the extent such refinancing is permitted hereunder; andEffective Date, the Second Lien Refinancing;

Prepayments of Certain Indebtedness; Modifications of Organizational Documents and Other Documents, etc. (a) Directly or indirectly make any voluntary or optional payment or prepayment of, or repurchase, redemption or acquisition for value of, or any prepayment or redemption as a result of any Asset Sale, change of control or similar event of, any Indebtedness for borrowed money outstanding under documents evidencing any (x) Indebtedness that is secured on a junior lien basis to the Obligations, (y) Indebtedness that is unsecured or (z) Subordinated Indebtedness (“Restricted Debt Payment”) except (A) on or after the Conversion Date, with the Cumulative Amount, so long as (i) no Event of Default shall have occurred and be continuing at the time of the making of such Restricted Debt Payment or would immediately result therefrom and (ii) on a Pro Forma Basis, as of the Applicable Date applicable date of Determination determination and for the applicable Test Period, if such Test Period ends (i) on or prior to September 30, 2021, the LQA Recurring Revenue Total Net Leverage Ratio shall not exceed 1.85 to 1.00, or (ii) after September 30, 2021 the Total Leverage Ratio shall not exceed 6.25 5.50 to 1.00, (B) in connection with any Permitted Refinancing thereof or to the extent made with the proceeds of Qualified Capital Stock of Holdings that are Not Otherwise Applied; provided that in the case of any refinancing of Permitted Junior Refinancing Debt, such refinancing must be permitted by any applicable Intercreditor Agreement or, if applicable, the other customary subordination documentation related to such Permitted Junior Refinancing Debtthereof; (C) [reserved], (D) prepaying, redeeming, purchasing, defeasing or otherwise satisfying prior to the scheduled maturity thereof (or setting apart any property for such purpose) (1) in the case of any Group Member that is not a Credit Party, any Indebtedness owing by such Group Member to any other Group Member, (2) otherwise, any Indebtedness owing to any Credit Party and (3) so long as no Event of Default is continuing or would immediately result therefrom, any mandatory prepayments of Indebtedness incurred under clauses (b) and (e) of Section 6.01 and any Permitted Refinancing thereof, (ED) making regularly scheduled or otherwise required payments of interest in respect of such Indebtedness (other than Indebtedness owing to any Affiliate of the Borrower other than an Affiliated Debt Funda Credit Party or (if owed by a Restricted Subsidiary that is not a Credit Party) any Restricted Subsidiary) and payments of fees, expenses and indemnification obligations thereunder but onlyonly to the extent, in the case of Subordinated Indebtednesseach case, to the extent not restricted by the Intercreditor Agreement or subordination provisions thereofagreement with respect thereto, (FE) so long as no Event of Default shall have occurred and be continuing or would immediately result therefrom, to the extent that such payment is made solely with cash contributions from the issuance of Equity Interests (other than Disqualified Capital StockStock or Equity Cure Contributions) of Holdingsthe Borrower, which are contributed as cash common equity to any Credit Party and Not Otherwise AppliedApplied and are received substantially concurrently with such Restricted Debt Payment, (GF) converting (or exchanging) any Indebtedness to (or for) Qualified Capital Stock of Holdingsthe Borrower, (HG) any AHYDO catch-up payments with respect thereto, (IH) so long as no Event of Default has occurred and is then continuing, making prepayments, redemptions, purchases, defeasance or other satisfaction of Indebtedness in an aggregate amount not to exceed (x) if prior to the Conversion Date, the greater of $7,500,000 20,000,000 and 154.8% of LQA University Segment Revenue for the most recently ended Test Period and (y) if on or after the Conversion Date, the greater of $20,000,000 and 50% of Consolidated EBITDA for the most recently ended Test Period per year less the aggregate amount re-allocated to Section 6.03(y) by the Borrower pursuant to Section 6.03(y), plus any unused amounts under Section 6.06(j)Period, (JI) on or after the Conversion Date, so long as (A) if such Restricted Debt Payment is made in connection with a Limited Condition Transaction, no Event of Default under Section 8.01(a), (b), (g) or (h), or (B) in each other case, no Default or Event of Default, Default has occurred and is then continuing and computed on a Pro Forma Basis as of the Applicable Date date of Determination determination and for the applicable Test Period, the Total Net Leverage Ratio does not exceed 5.00 to 1.00, making prepayments, redemptions, purchases, defeasance or other satisfaction of such Indebtedness; provided that any Limited Condition Transaction remains subject to the terms of Section 1.06 hereof, (KJ) any payments of intercompany obligations permitted under an intercompany subordination agreement or the other subordination terms approved by the Administrative Agent pursuant to Section 6.01(m6.01(l) hereunder, and (LK) in connection with the refinancing or exchange of any Indebtedness acquired in connection with a Permitted Acquisition or similar Investment to the extent such Indebtedness was not incurred in contemplation of such Permitted Acquisition or similar Investment to the extent such refinancing is permitted hereunder; and;