Common use of Prepayments of Indebtedness Clause in Contracts

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents), except that, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Permitted Indebtedness for borrowed money (other than the Obligations or Indebtedness under the between Loan DocumentsParties), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except that, so (a) as long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) then exists or would arise therefrom, regularly scheduled or mandatory repayments, repurchases, redemptions redemptions, defeasances or defeasances other satisfaction of Permitted Indebtedness (other than Subordinated Indebtedness; ), (b) as long as no Event of Default has occurred and is continuing, voluntary prepayments, redemptions, repurchases, defeasances or other satisfaction of Permitted Indebtedness (but excluding any payment in violation of the Lead Borrower may voluntarily prepaysubordination terms of any Subordinated Indebtedness) (i) in an amount less than $6,000,000 in the aggregate during the Availability Period as long as the Availability Condition is satisfied, redeemor (ii) constituting intercompany Indebtedness owing by a Loan Party to any Subsidiary that is not a Loan Party so long as an amount equal to such amount prepaid, purchaseredeemed, defease purchased or otherwise satisfy, in each case, prior satisfied is transferred to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to a Loan Party substantially concurrently with such paymentprepayment, redemption, purchase, defeasance purchase or other prepayment transactionsatisfaction, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) Permitted Refinancings as long as no Event of certain Permitted Default then exists, repayments and prepayments of Subordinated Indebtedness in accordance with Section 7.03the subordination terms thereof, (d) voluntary prepayments, repurchases, redemptions, defeasances or other satisfaction of Permitted Indebtedness (but excluding on account of any Subordinated Indebtedness) as long as the Payment Conditions are satisfied, and (e) any Permitted Amendment/Refinancings of such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents)money, except that, so (a) as long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) then exists, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness; Indebtedness (other than the First Lien Facility), (ii) regularly scheduled payments and mandatory prepayments under the First Lien Credit Agreement, and so long as no Default or Event of Default then exists, prepayment and other repurchases, redemptions or defeasances under the First Lien Facility and any Permitted Refinancing thereof, in each case not in violation of the First Lien Intercreditor Agreement, (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as acquisition or retirement of any Indebtedness of the date Borrower or any Subsidiary or of consummation any Equity Interests of such payment will be equal the Borrower or any Subsidiary in exchange for, or out of the net cash proceeds of a contribution to the common equity of the Borrower or greater any Subsidiary, or a substantially concurrent sale of, Equity Interests (other than twenty percent (20.0%Disqualified Stock) of the Aggregate Loan Cap, Borrower or (B) (1) Projected Excess Availability any Subsidiary and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) the purchase, redemption, defeasance or other acquisition or retirement of Indebtedness with the net cash proceeds from an incurrence of any Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03Refinancing thereof.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in Neither Holdings nor any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents), except that, so long as no Default of its Restricted Subsidiaries shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner manner, or make any Material Indebtedness for borrowed money ifpayment in violation of any subordination terms of, after giving effect to such any Indebtedness, except the payment, prepayment, redemption, purchase, defeasance or other prepayment transactionsatisfaction of (a) Loans in accordance with the terms of this Agreement, (b) any Indebtedness ranking pari passu with the Loans, (c) any Indebtedness payable to any Borrower, (d) regularly scheduled repayments or redemptions of Permitted Indebtedness or any mandatory offers to repay, prepay, redeem or purchase Permitted Indebtedness (subject to clause (f) below), (e) any obligations in respect of any Securitization Transactions, (f) any Permitted Indebtedness in connection with any refinancing or replacement thereof with any Refinancing Indebtedness thereof, (g) any Permitted Indebtedness required as a result of any sale, lease, transfer or other disposition of any property securing such Permitted Indebtedness to the extent that such security is permitted under this Agreement (and if such property constitutes Collateral, the Lien thereon securing such Permitted Indebtedness is senior to the Agent’s Lien thereon) and such payment, prepayment, redemption, purchase, defeasance or other satisfaction is permitted under the terms of any intercreditor or subordination provisions with respect thereto, (h) Indebtedness by any Special Purpose Vehicle to a Canadian Obligor arising from the purchase of equipment, leases, agreements, accounts or receivables by such Special Purpose Vehicle from such Canadian Obligor, (i) either any Indebtedness so long as at such time, (Ax) Projected Excess Availability both before and Pro Forma Excess Availability as after giving effect to such payment, prepayment, redemption, purchase, defeasance or other satisfaction thereof, no Specified Default has occurred and is continuing and (y) after giving pro forma effect thereto, the Payment Conditions shall have been satisfied, (j) any Subordinated Indebtedness by exchange for, or out of the date net cash proceeds of, a substantially concurrent issue and sale of consummation of such payment will be equal to or greater Indebtedness (other than twenty percent (20.0%Indebtedness under this Agreement) of Holdings or any Borrower which does not have a shorter maturity than the Aggregate Loan CapSubordinated Indebtedness being refinanced (or if shorter, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00Loans extended hereunder), and (iik) any purchase or redemption of any Subordinated Indebtedness of Holdings, the Lead Borrower Company or any Restricted Subsidiary required pursuant to the terms thereof as a result of a Change of Control or an asset disposition, so long as at such time no Default or Event of Default shall have delivered written certification as to occurred and a reasonably detailed calculation of item be continuing (i) above seven (7) days prior to the date of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03would result therefrom).

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than the Obligations or Indebtedness under the between Loan DocumentsParties), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except that, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) payments in respect of the Obligations, (b) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness (other than Subordinated Indebtedness; ), (bc) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, repayments and prepayments of Subordinated Indebtedness in each case, prior accordance with and subject to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money ifsubordination terms thereof, after giving effect to such payment(d) voluntary prepayments, redemptionrepurchases, purchaseredemptions, defeasance defeasances or other prepayment transactionsatisfaction of Permitted Indebtedness as long as the Adjusted Payment Conditions are satisfied, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (ce) Permitted Refinancings of certain Permitted any Indebtedness, (f) payments with respect to Term Loan Facility Indebtedness, and (g) the conversion of any Indebtedness in accordance to Equity Interests (other than Disqualified Stock) of a Borrower or any other direct or indirect parent of a Borrower or the repayment of Indebtedness with Section 7.03the proceeds of an issuance of Equity Interests (other than Disqualified Stock or Preferred Stock) of the Lead Borrower or any other direct or indirect parent of the Lead Borrower.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, or make any payment of Indebtedness for borrowed money owed to Holdings except (other than Indebtedness under the Loan Documents), except that, so a) as long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) then exists, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of (i) Permitted Indebtedness; Indebtedness (bother than Subordinated Indebtedness and Indebtedness owed to Holdings), (ii) Subordinated Indebtedness in accordance with the Lead Borrower may voluntarily prepaysubordination terms thereof, redeem, purchase, defease or otherwise satisfy, in each case, prior and (iii) Permitted Indebtedness owed to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money Holdings if, after giving effect to such paymentthereto, redemptionthe Payment Conditions are satisfied, purchase(b) voluntary prepayments, defeasance repurchases, redemptions or other prepayment transaction, defeasances of (i) either Permitted Indebtedness (Abut excluding on account of any Subordinated Indebtedness) Projected Excess Availability and Pro Forma Excess Availability as of long as the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan CapPayment Conditions are satisfied, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) Subordinated Indebtedness in accordance with the Lead Borrower shall have delivered written certification subordination terms thereof and as to and a reasonably detailed calculation of item (i) above seven (7) days prior to long as the date of such transaction or payment; and Payment Conditions are satisfied, (c) Permitted Refinancings of certain Permitted Indebtedness any such Indebtedness, and (d) voluntary prepayments of the outstanding amount of the Term Loan in accordance with Section 7.03whole or in part as long as the RP Conditions are satisfied.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents)Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except that, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of (i) Permitted Indebtedness (other than Subordinated Indebtedness; ), and (ii) Subordinated Indebtedness in accordance with the subordination terms thereof or the applicable subordination agreement relating thereto, (b) the Lead Borrower may voluntarily prepayvoluntary prepayments, redeemrepurchases, purchase, defease redemptions or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, defeasances of (i) either Permitted Indebtedness (A) Projected Excess Availability and Pro Forma Excess Availability but excluding on account of any Subordinated Indebtedness), provided, that, as of the date of consummation of any such payment will be equal to prepayment, repurchase, redemption or greater than twenty percent (20.0%) defeasance, and after giving effect thereto, each of the Aggregate Loan CapPayment Conditions is satisfied, and (ii) Subordinated Indebtedness in accordance with the subordination terms thereof or (B) (1) Projected Excess Availability and Pro Forma Excess Availability the applicable subordination agreement relating thereto, provided, that, as of the date of consummation of any such payment will be equal to prepayment, repurchase, redemption or greater than twelve defeasance, and one half percent (12.5%) immediately after giving effect thereto, each of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00Payment Conditions is satisfied, and (iic) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date prepayment of such transaction or payment; and (c) Indebtedness with the proceeds of the Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03Refinancing thereof.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents)Indebtedness, except thator make any payment in violation of any subordination terms of any Junior Indebtedness, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis):except: (a) regularly scheduled payments of principal (including mandatory prepayments), interest and fees as and when due in respect of any Indebtedness (other than Subordinated Indebtedness) permitted under Section 7.03 hereof; (b) the Borrower may prepay, redeem, repurchase or mandatory repaymentsdefease any Junior Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such Indebtedness; (c) voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either Indebtedness permitted under Section 7.03 hereof and not described in clause (Ab), above, and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the Payment Conditions are satisfied, (ii) Projected Excess Availability Subordinated Indebtedness in accordance with the applicable subordination terms thereof and Pro Forma Excess Availability as of long as the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00Payment Conditions are satisfied, and (iiiii) intercompany Indebtedness in accordance with the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or paymentapplicable subordination terms thereof; and (cd) any Permitted Refinancings Amendment or Refinancing of certain Permitted Indebtedness in accordance with Section 7.03any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof, or, as applicable, the time of any otherwise applicable mandatory payment thereof in accordance with the terms thereof (including as a result of the Permitted Disposition of any collateral therefor) (it being understood that payments of regularly scheduled principal and interest and mandatory prepayments of principal and interest shall be permitted), in any manner any (1) Subordinated Indebtedness or any other Indebtedness secured by a Lien that is junior in priority to the Lien securing the Obligations or is unsecured, or (2) any Material Indebtedness for borrowed money (other than Indebtedness including, without limitation, the Term Loan Obligations or any obligations under the Loan DocumentsPermitted Real Estate Financing), except that, (a) so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or Change of Control would result therefrom, including no Event the conversion (or exchange) of Default arising as a result any Indebtedness to, or the payment of a breach any Indebtedness from the proceeds of Section 7.15 the issuance of, Equity Interests, (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (ab) regularly scheduled or mandatory repaymentsvoluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness; Indebtedness in an amount equal to the sum of (bx) $10,000,000 per year so long as no Event of Default has occurred or would result therefrom, (y) any unused amounts under Section 7.06(h), and (z) in unlimited amounts provided the Payment Conditions are then satisfied, (c) payment or prepayment of Indebtedness owed to (x) the Lead Borrower may voluntarily prepayor any Restricted Subsidiary that is a Loan Party or (y) any other Restricted Subsidiary so long as in the case of this clause (y) either (1) such payment or prepayment is of Indebtedness having a term not in excess of sixty (60) days, redeem, purchase, defease (2) such payment is made by a Restricted Subsidiary that is not a Loan Party or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, (3) after giving effect to such paymentpayment or prepayment, redemption, purchase, defeasance or other prepayment transactionclauses (a) and (b)(x)(i) of the Payment Conditions will be satisfied, (id) either prepayment of Permitted Indebtedness of the type set forth in clause (Ac) Projected Excess Availability and Pro Forma Excess Availability of the definition thereof, (e) prepayment of Permitted Indebtedness of the type set forth in clause (g) of the definition thereof, so long as of such prepayment is made within ninety (90) days following the date of the consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00applicable Permitted Acquisition, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (cf) Permitted Refinancings of certain Permitted Indebtedness any such Indebtedness; provided that any payments or prepayments of Subordinated Debt hereunder shall be made in accordance with Section 7.03the subordination terms applicable thereto.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof, or, as applicable, the time of any otherwise applicable mandatory payment thereof in accordance with the terms thereof (including as a result of the Permitted Disposition of any collateral therefor) (it being understood that payments of regularly scheduled principal and interest and mandatory prepayments of principal and interest shall be permitted), in any manner any (1) Subordinated Indebtedness or any other Indebtedness secured by a Lien that is junior in priority to the Lien securing the Obligations or is unsecured, or (2) any Material Indebtedness for borrowed money (other than Indebtedness under including, without limitation, the Term Loan DocumentsObligations), except that, (a) so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or Change of Control would result therefrom, including no Event the conversion (or exchange) of Default arising as a result any Indebtedness to, or the payment of a breach any Indebtedness from the proceeds of Section 7.15 the issuance of, Equity Interests, (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (ab) regularly scheduled or mandatory repaymentsvoluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness; Indebtedness in an amount equal to the sum of (bx) $10,000,000 per year so long as no Event of Default has occurred or would result therefrom, (y) any unused amounts under Section 7.06(h), and (z) in unlimited amounts provided the Payment Conditions are then satisfied, (c) payment or prepayment of Indebtedness owed to (x) the Lead Borrower may voluntarily prepayor any Restricted Subsidiary that is a Loan Party or (y) any other Restricted Subsidiary so long as in the case of this clause (y) either (1) such payment or prepayment is of Indebtedness having a term not in excess of sixty (60) days, redeem, purchase, defease (2) such payment is made by a Restricted Subsidiary that is not a Loan Party or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, (3) after giving effect to such paymentpayment or prepayment, redemption, purchase, defeasance or other prepayment transactionclauses (a) and (b)(x)(i) of the Payment Conditions will be satisfied, (id) either prepayment of Permitted Indebtedness of the type set forth in clause (Ac) Projected Excess Availability and Pro Forma Excess Availability of the definition thereof, (e) prepayment of Permitted Indebtedness of the type set forth in clause (g) of the definition thereof, so long as of such prepayment is made within ninety (90) days following the date of the consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00applicable Permitted Acquisition, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (cf) Permitted Refinancings of certain Permitted Indebtedness any such Indebtedness; provided that any payments or prepayments of Subordinated Debt hereunder shall be made in accordance with Section 7.03the subordination terms applicable thereto.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than the Obligations or Indebtedness under the between Loan DocumentsParties), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except that, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) payments in respect of the Obligations, (b) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness (other than Subordinated Indebtedness; ), (bc) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, repayments and prepayments of Subordinated Indebtedness in each case, prior accordance with and subject to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money ifsubordination terms thereof, after giving effect to such payment(d) voluntary prepayments, redemptionrepurchases, purchaseredemptions, defeasance defeasances or other prepayment transactionsatisfaction of Permitted Indebtedness as long as the Payment Conditions are satisfied, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (ce) Permitted Refinancings of certain any Indebtedness, (f) the conversion of any Indebtedness to Equity Interests (other than Disqualified Stock) of the Parent or any of its Subsidiaries or any other direct or indirect parent of a Borrower or the repayment of Indebtedness with the proceeds of any contribution to, or the issuance or other sale of, Equity Interests (other than Disqualified Stock or Preferred Stock) of the Parent or any other direct or indirect parent of the Lead Borrower, and (g) repayments and prepayments of Indebtedness incurred pursuant to clauses (b), (c), (d), (e), (f), (j), (k), (n), (o), (p), (q), (v) (to the extent made by any Foreign Subsidiary), (s), or (w) of the definition of Permitted Indebtedness in accordance with Section 7.03Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents)incurred hereunder, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except that(a) Mandatory Term Loan Prepayments, so (b) as long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) then exists, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either Permitted Indebtedness (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater other than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00Subordinated Indebtedness), and (ii) Subordinated Indebtedness in accordance with the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation subordination terms thereof or the applicable subordination agreement relating thereto, (c) voluntary prepayments, repurchases, redemptions or defeasances of item (i) above seven Permitted Indebtedness (7but excluding on account of any Subordinated Indebtedness) days prior to as long as the date of such transaction Payment Conditions are satisfied, and (ii) Subordinated Indebtedness in accordance with the subordination terms thereof or payment; and the applicable subordination agreement relating thereto, and as long as the Payment Conditions are satisfied, and (cd) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents), except that, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis):: (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness (including, without limitation, Specified Indebtedness); (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Permitted Indebtedness for borrowed money (including, without limitation, Specified Indebtedness) if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twenty twenty-five percent (20.025.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2ii) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.25 to 1.00 to 1.00, and (iiiii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item items (i) and (ii) above seven five (75) days Business Days prior to the date of such transaction or payment, it being agreed and understood that this clause (b) shall not prohibit the voluntary prepayment of Specified Indebtedness to the extent otherwise permitted by clause (c) of this Section 7.07); (c) voluntary prepayments, repurchases, redemptions or defeasances of Specified Indebtedness in an aggregate amount not exceeding $250,000,000, as long as (i) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than fifty percent (50.0%) of the Loan Cap, and (ii) the Lead Borrower shall have delivered written certification as to satisfaction, and a reasonably detailed calculation, of item (i) above five (5) Business Days prior to the date of such prepayment; and (cd) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03. For the avoidance of doubt, it is understood and agreed that any payment made in respect of Subordinated Indebtedness shall not be in violation of any subordination terms of any Subordinated Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner manner, or make any Material payment in violation of any subordination terms of, any subordinated, unsecured or junior secured Indebtedness for borrowed money (other than Indebtedness under collectively, the Loan Documents“Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except thatexcept, in each case, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): has occurred and is continuing or would be caused thereby, (a) regularly scheduled or mandatory repaymentsthe refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.03, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead prepayment of Indebtedness of the Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior any Subsidiary owed to the scheduled maturity thereof in Borrower or any manner any Material Indebtedness for borrowed money ifSubsidiary to the extent not prohibited by the subordination provisions applicable thereto, after giving effect to such paymentand (c) prepayments, redemptionredemptions, purchase, defeasance purchases or other prepayment transaction, payments made to satisfy Junior Indebtedness (inot in violation of any subordination terms in respect thereof) either in an amount not to exceed the sum of (A1) Projected Excess Availability the greater of $35,000,000 and Pro Forma Excess Availability 1.25% of Consolidated Total Assets of the Borrower plus (2) so long as the Consolidated Leverage Ratio of the Borrower calculated as of the last day of the most recently ended Fiscal Quarter for which financial statements are available and as of the date of consummation the making of such prepayment, redemption, purchase or other payment will after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be equal less than 3.25:1.00, an amount not to or greater than twenty percent (20.0%) exceed the Borrower Retained ECF Amount at the time of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation making of such prepayment, redemption, repurchase or other payment will be equal to or greater than twelve and one half percent plus (12.5%3) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03any Net Equity Proceeds.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to Neither the scheduled maturity thereof in Company nor any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents), except that, so long as no Default of its Restricted Subsidiaries shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner manner, or make any Material Indebtedness for borrowed money ifpayment in violation of any subordination terms of, after giving effect to such any Indebtedness, except the payment, prepayment, redemption, purchase, defeasance or other prepayment transactionsatisfaction of (collectively, “Permitted Payments”): (a) Loans in accordance with the terms of this Agreement, (b) any Indebtedness ranking pari passu with respect to right of payment with the Loans (other than any Indebtedness permitted by Section 8.1(z), whether or not secured), (c) any Indebtedness payable to any Obligor, (d) regularly scheduled repayments or redemptions of Permitted Indebtedness or any mandatory offers to repay, prepay, redeem or purchase Permitted Indebtedness (subject to clause (f) below), (e) any obligations in respect of any Securitization Transactions, (f) any Permitted Indebtedness in connection with any refinancing or replacement thereof with any Refinancing Indebtedness thereof, (g) any Permitted Indebtedness required as a result of any sale, lease, transfer or other disposition of any property securing such Permitted Indebtedness to the extent that such security is permitted under this Agreement (and if such property constitutes Collateral, the Lien thereon securing such Permitted Indebtedness is senior to the Agent’s Lien thereon) and such payment, prepayment, redemption, purchase, defeasance or other satisfaction is permitted under the terms of any intercreditor or subordination provisions with respect thereto, (h) Indebtedness by any Special Purpose Vehicle to a Canadian Obligor arising from the purchase of equipment, leases, agreements, accounts or receivables by such Special Purpose Vehicle from such Canadian Obligor, (i) either any Indebtedness so long as at such time, (x) both before and after giving effect to any such Permitted Payment, no Specified Default has occurred and is continuing and (y) after giving pro forma effect thereto, the Payment Conditions shall have been satisfied, (j) any Subordinated Indebtedness by exchange for, or out of the net cash proceeds of, a substantially concurrent issue and sale of Refinancing Indebtedness with respect thereto, (k) other Indebtedness; provided that (i) the aggregate amount of all such Permitted Payments during the term of this Agreement shall not exceed the greater of (A) Projected Excess Availability $375,000,000 and Pro Forma Excess Availability (B) 10% of Consolidated Tangible Assets as of the date of consummation of any such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, Permitted Payment and (ii) the Lead Borrower aggregate amount of Permitted Payments made pursuant to this clause (k), together with the aggregate amount of all Investments made in reliance on clause (s) of the definition of the term “Permitted Investments”, the aggregate amount of all Distributions made in reliance on clause (f) of the definition of the term “Permitted Distributions”, and the consideration paid for all acquisitions in reliance on clause (d)(ii)(C) of the definition of the term “Permitted Acquisition”, shall not exceed $600,000,000 in the aggregate during the term of this Agreement, and (l) any purchase or redemption of any Subordinated Indebtedness of the Company or any Restricted Subsidiary required pursuant to the terms thereof as a result of a Change of Control or an asset disposition, so long as at such time no Default or Event of Default shall have delivered written certification as to occurred and a reasonably detailed calculation of item be continuing (i) above seven (7) days prior to the date of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03would result therefrom).

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, or make any payment of Indebtedness for borrowed money owed to Holdings except (other than Indebtedness under the Loan Documents), except that, so a) as long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) then exists, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of (i) Permitted Indebtedness; Indebtedness (bother than Subordinated Indebtedness and Indebtedness owed to Holdings), (ii) Subordinated Indebtedness in accordance with the Lead Borrower may voluntarily prepaysubordination terms thereof, redeem, purchase, defease or otherwise satisfy, in each case, prior and (iii) Permitted Indebtedness owed to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money Holdings if, after giving effect to such paymentthereto, redemptionthe Payment Conditions are satisfied, purchase(b) voluntary prepayments, defeasance repurchases, redemptions or other prepayment transaction, defeasances of (i) either Permitted Indebtedness (Abut excluding on account of any Subordinated Indebtedness) Projected Excess Availability and Pro Forma Excess Availability as of long as the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00Payment Conditions are satisfied, and (ii) Subordinated Indebtedness in accordance with the Lead Borrower shall have delivered written certification subordination terms thereof and as to and a reasonably detailed calculation of item (i) above seven (7) days prior to long as the date of such transaction or payment; and Payment Conditions are satisfied, (c) Permitted Refinancings of certain Permitted any such Indebtedness and (d) voluntary prepayments of the outstanding amount of the Term Loan (as defined in accordance with Section 7.03the ABL Credit Agreement) in whole or in part as long as the RP Conditions are satisfied.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents)money, except that, so (a) (i) as long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) then exists, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness; Indebtedness (other than the Second Lien Facility), (ii) (x) regularly scheduled payments and mandatory prepayments under the Second Lien Facility and any Permitted Refinancing thereof, (y) so long as no Default or Event of Default then exists, prepayments and other repurchases, redemptions or defeasances of the Second Lien Facility and any Permitted Refinancing thereof, in each case not in violation of the Second Lien Intercreditor Agreement and (z) the prepayment of up to $88,550,000 of the Indebtedness under the Second Lien Facility on the First Amendment Effective Date, (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as acquisition or retirement of any Indebtedness of the date Borrower or any Subsidiary or of consummation any Equity Interests of such payment will be equal the Borrower or any Subsidiary in exchange for, or out of the net cash proceeds of a contribution to the common equity of the Borrower or greater any Subsidiary, or a substantially concurrent sale of, Equity Interests (other than twenty percent (20.0%Disqualified Stock) of the Aggregate Loan Cap, Borrower or (B) (1) Projected Excess Availability any Subsidiary and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) the purchase, redemption, defeasance or other acquisition or retirement of Indebtedness with the net cash proceeds from an incurrence of any Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03Refinancing thereof.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents)money, except that, so (a) as long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) then exists, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness; Indebtedness (other than the First Lien Facility), (ii) regularly scheduled payments and mandatory prepayments under the BoA Credit Agreement, and so long as no Default or Event of Default then exists, prepayment and other repurchases, redemptions or defeasances under the BoA Facility and any Permitted Refinancing thereof, in each case not in violation of the Intercreditor Agreement, (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as acquisition or retirement of any Indebtedness of the date Borrower or any Subsidiary or of consummation any Equity Interests of such payment will be equal the Borrower or any Subsidiary in exchange for, or out of the net cash proceeds of a contribution to the common equity of the Borrower or greater any Subsidiary, or a substantially concurrent sale of, Equity Interests (other than twenty percent (20.0%Disqualified Stock) of the Aggregate Loan Cap, Borrower or (B) (1) Projected Excess Availability any Subsidiary and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) the purchase, redemption, defeasance or other acquisition or retirement of Indebtedness with the net cash proceeds from an incurrence of any Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03Refinancing thereof.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material unsecured Indebtedness for borrowed money incurred pursuant to Section 7.03(h) or 7.03(l) (other than Indebtedness (i) as permitted pursuant to Section 7.03(l), (ii) any redemption required by Article III of the 2018 Convertible Senior Notes Indenture or Article III of the 2021 Convertible Senior Notes Indenture or by the corresponding sections of the indentures governing any Permitted Refinancing Convertible Bond Indebtedness, or (iii) pursuant to a cash settlement method to the extent required by Section 4.03(a)(iv) of the 2018 Convertible Senior Notes Indenture or Section 4.03(a)(iv) of the 2021 Convertible Senior Notes Indenture, as applicable, or by the corresponding sections of the indentures governing any Permitted Refinancing Convertible Bond Indebtedness, (y) pursuant to a “Physical Settlement” under (and as defined in) the 2018 Convertible Senior Notes Indenture or the 2021 Convertible Senior Notes Indenture, as applicable or (z) pursuant to a “Combination Settlement” under (and as defined in) the 2018 Convertible Senior Notes Indenture or the 2021 Convertible Senior Notes Indenture, as applicable, or by the corresponding sections of the indentures governing any Permitted Refinancing Convertible Bond Indebtedness, with a “Specified Dollar Amount” (as defined therein) equal to or less than $1,000); provided that, without limitation of any of clauses (i), (ii) and (iii) of the immediately preceding parenthetical: (A) the Borrower may make cash payments and/or deliver its common stock (or other securities or property following a merger event or other change of the common stock of Borrower) in satisfaction of its conversion obligation under the Loan Documents2018 Convertible Senior Notes Indenture (and any Permitted Refinancing Convertible Bond Indebtedness thereof) as long as, in the case of cash payments (other than cash payments in lieu of fractional shares), except that, so long as no Default shall have occurred both (x) immediately prior and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event such cash payment (with the effect of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, such cash payment determined after also giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, the satisfaction of any related settlement obligations of (i) either (A) Projected Excess Availability each 2018 Option Counterparty and Pro Forma Excess Availability dealer counterparty to any Permitted Refinancing Hedge Transaction, as of applicable, under the date of consummation of such payment will be equal to respective 2018 Convertible Notes Bond Hedge Transaction or greater than twenty percent (20.0%) of the Aggregate Loan CapPermitted Refinancing Hedge Transaction, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00applicable, and (ii) the Lead Borrower under the respective 2018 Convertible Notes Warrant Transaction or Permitted Refinancing Warrant Transaction, as applicable), no Default shall have delivered written certification as exist or result therefrom and (y) immediately after giving effect to and a reasonably detailed calculation such cash payment (with the effect of item any such cash payment determined after also giving effect to the satisfaction of any related settlement obligations of (i) above seven each 2018 Option Counterparty and dealer counterparty to any Permitted Refinancing Hedge Transaction, as applicable, under the respective 2018 Convertible Notes Bond Hedge Transaction or Permitted Refinancing Hedge Transaction, as applicable, and (7ii) days prior the Borrower under the respective 2018 Convertible Notes Warrant Transaction or Permitted Refinancing Warrant Transaction, as applicable), the Borrower and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 7.11(a) (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to CH\1702371.21 Section 6.01 (a) or (b) as though such cash payment had been consummated as of the first day of the fiscal period covered thereby) and the Liquidity Amount shall be greater than or equal to the minimum Liquidity Amount required by Section 7.11(b) (determined on the basis of the Liquidity Amount as of the date of such transaction or paymentmeasurement); and (cB) the Borrower may make cash payment and/or deliver its common stock (or other securities or property following a merger event or other change of the common stock of Borrower) in satisfaction of its conversion obligation under the 2021 Convertible Senior Notes Indenture (and any Permitted Refinancings Refinancing Convertible Bond Indebtedness thereof) as long as, in the case of certain cash payments (other than cash payments in lieu of fractional shares), both (x) immediately prior and after giving effect to any such cash payment (with the effect of any such cash payment determined after also giving effect to the satisfaction of any related settlement obligations of (i) each 2021 Option Counterparty and dealer counterparty to any Permitted Indebtedness Refinancing Hedge Transaction, as applicable, under the respective 2021 Convertible Notes Bond Hedge Transaction or Permitted Refinancing Hedge Transaction, as applicable, and (ii) Borrower under the respective 2021 Convertible Notes Warrant Transaction or Permitted Refinancing Warrant Transaction, as applicable), no Default shall exist or result therefrom and (y) immediately after giving effect to such cash payment (with the effect of any such cash payment determined after also giving effect to the satisfaction of any related settlement obligations of (i) each 2021 Option Counterparty and dealer counterparty to any Permitted Refinancing Hedge Transaction, as applicable, under the respective 2021 Convertible Notes Bond Hedge Transaction or Permitted Refinancing Hedge Transaction, as applicable, and (ii) Borrower under the respective 2021 Convertible Notes Warrant Transaction or Permitted Refinancing Warrant Transaction, as applicable), the Borrower and its Subsidiaries shall be in accordance pro forma compliance with the covenant set forth in Section 7.037.11(a) (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such cash payment had been consummated as of the first day of the fiscal period covered thereby) and the Liquidity Amount shall be greater than or equal to the minimum Liquidity Amount required by Section 7.11(b) (determined on the basis of the Liquidity Amount as of the date of measurement).

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in Neither Holdings nor any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents), except that, so long as no Default of its Restricted Subsidiaries shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner manner, or make any Material Indebtedness for borrowed money ifpayment in violation of any subordination terms of, after giving effect to such any Indebtedness, except the payment, prepayment, redemption, purchase, defeasance or other prepayment transactionsatisfaction of (a) Loans in accordance with the terms of this Agreement, (ia) either any Indebtedness ranking pari passu with the Loans, (Aa) Projected Excess Availability and Pro Forma Excess Availability as any Indebtedness payable to any Borrower, (a) regularly scheduled repayments or redemptions of the date Permitted Indebtedness or any mandatory offers to repay, prepay, redeem or purchase Permitted Indebtedness (subject to clause (f) below), (a) any obligations in respect of consummation of such payment will be equal to or greater than twenty percent any Securitization Transactions, (20.0%a) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) Permitted Refinancings of certain any Permitted Indebtedness in accordance connection with Section 7.03.any refinancing or replacement thereof with any Refinancing Indebtedness thereof, (a) any Permitted Indebtedness required as a result of any sale, lease, transfer or other disposition of any property securing such Permitted Indebtedness to the extent that such security is permitted under this Agreement (and if such property constitutes Collateral, the Lien thereon securing such Permitted Indebtedness is senior to the Agent’s Lien thereon) and such payment, prepayment, redemption, purchase, defeasance or other satisfaction is permitted under the terms of any intercreditor or subordination provisions with respect thereto, (a) Indebtedness by any Special Purpose Vehicle to a Canadian Obligor arising from the purchase of equipment, leases, agreements, accounts or receivables by such Special Purpose Vehicle from such Canadian Obligor, (a) any Indebtedness so long as at such time, (x) both before and after giving effect to such payment, prepayment, redemption, purchase, defeasance or other satisfaction thereof, no Specified Default has occurred and is continuing and (y) after giving pro forma effect thereto, the Payment Conditions shall have been satisfied, (a) any Subordinated Indebtedness by exchange for, or out of the net cash proceeds of, a substantially concurrent issue and 154 [[5848018]][[DMS:6312716v7:05/07/2024--04:04 PM]] 4861-2153-1574 v.2

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents)money, except that, so (a) as long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) then exists, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness; Indebtedness (other than the BoA Facility), (ii) regularly scheduled payments and mandatory prepayments under the BoA Facility, and so long as no Default or Event of Default then exists, prepayment and other repurchases, redemptions or defeasances under the BoA Facility and any Permitted Refinancing thereof, in each case not in violation of the Intercreditor Agreement, (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as acquisition or retirement of any Indebtedness of the date Borrower or any Subsidiary or of consummation any Equity Interests of such payment will be equal the Borrower or any Subsidiary in exchange for, or out of the net cash proceeds of a contribution to the common equity of the Borrower or greater any Subsidiary, or a substantially concurrent sale of, Equity Interests (other than twenty percent (20.0%Disqualified Stock) of the Aggregate Loan Cap, Borrower or (B) (1) Projected Excess Availability any Subsidiary and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) the purchase, redemption, defeasance or other acquisition or retirement of Indebtedness with the net cash proceeds from an incurrence of any Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03Refinancing thereof.

Prepayments of Indebtedness. Prepay, redeem, redeem or purchase, defease or otherwise satisfyobligate itself to prepay, redeem or purchase, in each casewhole or in part, any Indebtedness (other than the Loans) prior to the scheduled maturity thereof in due date thereof, or permit any manner any Material Indebtedness for borrowed money (Loan Party so to do, other than (i) the prepayment by any Loan Party of Indebtedness under the owing by such Loan Documents), except that, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect Party to any action described below other Loan Party, (ii) the prepayment of Indebtedness permitted under Section 8.1(a)(ii) with the proceeds of other Indebtedness permitted under Section 8.1(a)(i) or would result therefrom(ii) or, including no Event subject to Sections 2.4(b)(v) and 2.5, with the proceeds of Default arising Class A common Stock issued by the Parent, and (iii) as a result permitted by Section 8.17. 11. Section 8.17(a) of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis):Credit Agreement is amended and restated in its entirety to read as follows: (a) regularly scheduled Enter into or mandatory repaymentsagree to any amendment, repurchasesmodification or waiver of any term or condition of the 1997 Subordinated Indenture, redemptions the 1997 Subordinated Indenture Notes, the 1997 Subordinated Indenture Guaranty, the 2001 Subordinated Indenture (except for any company order and related documents referenced in the definition of "Refinancing Subordinated Indenture"), the 2001 Subordinated Indenture Notes, the 2001 Subordinated Indenture Guaranty, the Refinancing Subordinated Indenture, the Refinancing Subordinated Indenture Notes or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepayRefinancing Subordinated Indenture Guaranty, redeem, or purchase, defease redeem or otherwise satisfymake any payment with respect to Indebtedness under the 1997 Subordinated Indenture Notes, in each casethe 1997 Subordinated Indenture Guaranty, prior the 2001 Subordinated Indenture Notes, the 2001 Subordinated Indenture Guaranty, the Refinancing Subordinated Indenture Notes or the Refinancing Subordinated Indenture Guaranty, or permit any Loan Party so to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money ifdo, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, provided that (i) either the Borrower may make required payments to the extent expressly permitted pursuant to the subordination terms set forth therein and (ii) the Borrower may redeem or repurchase all or a portion of the 1997 Subordinated Indenture Notes (and pay any call or prepayment premium payable in connection therewith) (A) Projected Excess Availability and Pro Forma Excess Availability as in the manner described in Section 8.1(a)(vii) with the net proceeds of the date Refinancing Subordinated Indenture Notes and/or the proceeds of consummation RC Loans in an aggregate amount not exceeding $105,000,000, provided that the Borrower shall have issued at least $75,000,000 in principal amount of such payment will be equal to or greater than twenty percent (20.0%) of Refinancing Subordinated Indenture Notes and applied the Aggregate Loan Capnet proceeds thereof in accordance with Section 8.1(a)(vii), or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as with the proceeds of RC Loans in an aggregate amount not exceeding $26,250,000, provided further that, in the date case of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and this clause (ii) the Lead Borrower ), no Default or Event of Default shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction exist immediately before or payment; and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03after giving effect thereto.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents)money, except that, so (a) (i) as long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) then exists, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness; Indebtedness (other than the Second Lien Facility), (ii) regularly scheduled payments and mandatory prepayments under the Second Lien Facility and, so long as no Default or Event of Default then exists, prepayments and other repurchases, redemptions or defeasances of the Second Lien Facility and any Permitted Refinancing thereof, in each case not in violation of the Second Lien Intercreditor Agreement, (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as acquisition or retirement of any Indebtedness of the date Borrower or any Subsidiary or of consummation any Equity Interests of such payment will be equal the Borrower or any Subsidiary in exchange for, or out of the net cash proceeds of a contribution to the common equity of the Borrower or greater any Subsidiary, or a substantially concurrent sale of, Equity Interests (other than twenty percent (20.0%Disqualified Stock) of the Aggregate Loan Cap, Borrower or (B) (1) Projected Excess Availability any Subsidiary and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) the purchase, redemption, defeasance or other acquisition or retirement of Indebtedness with the net cash proceeds from an incurrence of any Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03Refinancing thereof.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents), except that, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) regularly scheduled or mandatory repaymentsThe Borrower will not, repurchasesand will not permit any of its Subsidiaries to, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner (including by the exercise of any Material Indebtedness for borrowed money ifright of setoff), after giving effect to such or make any payment, redemptionin any case, purchasein violation of any subordination, defeasance standstill or collateral sharing terms of or governing, any Subordinated Indebtedness, except refinancing and refunding of such Indebtedness that does not increase the principal amount of such Indebtedness except by an amount equal to a reasonable premium or other prepayment transactionreasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing or refunding. Notwithstanding the foregoing, this Section 6.12(a) shall not apply to any Indebtedness evidenced by Permitted Convertible Notes or to any Permitted Call Spread Swap Agreements to the extent permitted by Section 6.01(n)(iii). (b) The Borrower will not, and will not permit any of its Subsidiaries to, repurchase, exchange, convert or induce the conversion of any Permitted Convertible Notes, except that the Borrower and its Subsidiaries may: (i) either repurchase, exchange or induce the conversion of Permitted Convertible Notes (A) Projected Excess Availability and Pro Forma Excess Availability as by delivery of shares of the Borrower's common stock and/or (B) by delivery of a different series of Permitted Convertible Notes (which series (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 Permitted Convertible Notes that are so repurchased, exchanged or converted and (y) has terms, conditions and covenants that are no less favorable to the Borrower than the Permitted Convertible Notes that are so repurchased, exchanged or converted (as determined by the board of consummation directors of the Borrower, or a committee thereof, in good faith)) (any such series of Permitted Convertible Notes, "Refinancing Convertible Notes") and/or (C) by payment of cash ((1) to the extent such payment will be equal of cash is expressly permitted by Section 6.06(e) or (2) otherwise in an amount that does not exceed the proceeds received by the Borrower from the substantially concurrent issuance of shares of the Borrower's common stock and/or a Refinancing Convertible Notes plus the net cash proceeds, if any, received by the Borrower pursuant to the related exercise or greater than twenty percent early unwind or termination of the related Permitted Call Spread Swap Agreements pursuant to the immediately following proviso); provided that, substantially concurrently with, or a commercially reasonable period of time before or after, the related settlement date for the Permitted Convertible Notes that are so repurchased, exchanged or converted, the Borrower (20.0%1) in the case of related Permitted Call Spread Swap Agreements described in clause (a) of the Aggregate Loan Capdefinition thereof, shall (and, for the avoidance of doubt, shall be permitted under this Section 6.12(b)(i) to) exercise or unwind or terminate early (Bwhether in cash, shares or any combination thereof) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation portion of such payment will be equal Permitted Call Spread Swap Agreements, if any, corresponding to such Permitted Convertible Notes that are so repurchased, exchanged or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap converted and (2) in the Consolidated Adjusted Fixed Charge Coverage Ratiocase of related Permitted Call Spread Swap Agreements described in clause (b) of the definition thereof, on a pro-forma basis at its option may (and, for the Measurement Period immediately prior avoidance of doubt, shall be permitted under this Section 6.12(b)(i) to) exercise or unwind or terminate early (whether in cash, shares or any combination thereof) the portion of such Permitted Call Spread Swap Agreements, if any, corresponding to such transaction Permitted Convertible Notes that are so repurchased, exchanged or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or paymentconverted; and (cii) convert Permitted Refinancings Convertible Notes (where such conversion is not the result of certain a repurchase, exchange or inducement of conversion described in Section 6.12(b)(i) above and where such conversion is pursuant to the terms of such Permitted Indebtedness Convertible Notes) (A) by delivery of shares of the Borrower's common stock and/or (B) by delivery of Refinancing Convertible Notes and/or (C) so long as no Default exists at the time of such payment, by payment in accordance with cash; provided that, substantially concurrently with, or a commercially reasonable period of time before or after, the related settlement date for the Permitted Convertible Notes that are so repurchased, exchanged or converted, the Borrower (1) in the case of Permitted Call Spread Swap Agreements described in clause (a) of the definition thereof, shall (and, for the avoidance of doubt, shall be permitted under this Section 7.036.12(b)(ii) to) exercise or unwind or terminate early (whether in cash, shares or any combination thereof) the portion of such Permitted Call Spread Swap Agreements, if any, corresponding to such Permitted Convertible Notes that are so converted and (2) in the case of related Permitted Call Spread Swap Agreements described in clause (b) of the definition thereof, at its option may (and, for the avoidance of doubt, shall be permitted under this Section 6.12(b)(ii) to) exercise or unwind or terminate early (whether in cash, shares or any combination thereof) the portion of such Permitted Call Spread Swap Agreements, if any, corresponding to such Permitted Convertible Notes that are so converted.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, or make any payment in respect of any of the Term Loan Debt, any of the Subordinated Indebtedness or any other Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents)Indebtedness, except that, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): except: (a) regularly scheduled or mandatory repaymentsrepayments (including repayments required as a result of a Permitted Disposition), repurchases, redemptions or defeasances of Permitted Indebtedness (other than Subordinated Indebtedness; (b) ), provided, that, in the case of mandatory payments under the Term Loan Facility in respect of, or based on, excess cash flow of the Lead Borrower or any of its Subsidiaries or similar measures, no proceeds of Loans or Letters of Credit may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior be used to the scheduled maturity thereof in make any manner any Material Indebtedness for borrowed money ifsuch mandatory payment unless, after giving effect to any such payment, redemptionon a pro forma basis using the most recent calculation of the Borrowing Base immediately prior to any such payment, purchase, defeasance or other prepayment transaction, (i) either (A) Projected the Excess Availability shall be not less than twenty-two and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twenty one-half percent (20.022.5%) of the Aggregate Loan CapCommitments, or (Bb) (1) Projected Excess Availability repayments and Pro Forma Excess Availability as prepayments of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Subordinated Indebtedness in accordance with Section 7.03the subordination terms thereof, so long as, on the date of any such payment and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, (c) voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (but excluding on account of any Subordinated Indebtedness except to the extent permitted under the subordination provisions applicable thereto) so long as (i) each of the Payment Conditions is satisfied, (ii) Administrative Agent shall have received ten (10) Business Days’ prior written notice of such transaction and, (iii) Administrative Agent shall have received such other information related to such transaction as the Administrative Agent may reasonably require; and (d) refinancings and refundings of such Indebtedness to the extent permitted hereunder.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness, or make any payment in violation of any subordination terms of any Indebtedness, except: (i) mandatory or scheduled payments of principal, interest and fees as and when due in respect of any Indebtedness for borrowed money (other than (i) Subordinated Indebtedness and (ii) the Term Loans) permitted under Section 7.03 hereof; (ii) the Loan Documents)Borrower may prepay, except thatredeem, so long as no Default shall have occurred and be continuing prior to repurchase or immediately after giving effect defease any Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any action described below or would result therefrom, including no Event asset sale tender offers required by the terms of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis):such Indebtedness; (aiii) regularly scheduled or mandatory repaymentsexcept during the Extended Accommodation Period, voluntary prepayments, repurchases, redemptions or defeasances of Permitted (i) Indebtedness permitted under Section 7.03 hereof and not described in clause (b), above, and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the Payment Conditions are satisfied, (ii) Subordinated Indebtedness (including Indebtedness permitted under Section 7.03(n)) in accordance with the applicable subordination terms thereof and as long as the Payment Conditions are satisfied, and (iii) intercompany Indebtedness in accordance with the applicable subordination terms thereof and as long as the Payment Conditions are satisfied; (biv) any Permitted Amendment or Refinancing of any such Indebtedness; and (v) (i) payments of interest and fees as and when due in respect of the Lead Borrower may voluntarily prepayTerm Loans under the Term Loan Documents, redeem(ii) scheduled amortization payments as and when due under the Term Loan Agreement, purchase(iii) mandatory payments of the Term Loan Facility pursuant to Section 2.06 of the Term Loan Agreement (as in effect on the Closing Date), defease other than pursuant to Section 2.06(b) of the Term Loan Agreement, and (iv) commencing with the date that is ten (10) Business Days after the date of delivery of the information required by Section 6.01(a) for the fiscal year ending on or otherwise satisfyaround February 1, 2020, mandatory payments of the Term Loan Facility pursuant to Section 2.06(b) of the Term Loan Agreement (as in each caseeffect on the Closing Date) (including, prior for the avoidance of doubt, a portion of such payment), so long as (x) no Event of Default exists or would arise as a result of the making of such payment, (y) immediately after giving pro forma effect to such payment (or such portion of such payment), Excess Availability shall be at least 20% of the Loan Cap (without giving effect to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, Term Loan Reserve) immediately after giving effect to such payment, redemption, purchase, defeasance payment (or other prepayment transaction, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation such portion of such payment will be equal to or greater than twenty percent (20.0%payment) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2z) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to the Agent a certificate confirming compliance with such conditions and including a reasonably detailed calculation of item such calculated Excess Availability; provided that in the event that the conditions in clauses (ix), (y), and (z) above seven are not satisfied on any date on which such a payment would be due under Section 2.06(b) the Term Loan Agreement and are satisfied within one hundred twenty (7120) days prior DB1/ 120677560.3 following such date that such payment would have been due, the Borrower may make such payment (or pay the remaining portion of such payment that was not previously made, as the case may be) to the date Term Agent for the benefit of the Lenders (as defined in the Term Loan Agreement) to the extent that the conditions in clauses (x), (y), and (z) are satisfied at the time of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to Neither the scheduled maturity thereof in Company nor any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents), except that, so long as no Default of its Restricted Subsidiaries shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner manner, or make any Material Indebtedness for borrowed money ifpayment in violation of any subordination terms of, after giving effect to such any Indebtedness, except the payment, prepayment, redemption, purchase, defeasance or other prepayment transactionsatisfaction of (collectively, “Permitted Payments”): (a) Loans in accordance with the terms of this Agreement, (b) any Indebtedness ranking pari passu with respect to right of payment with the Loans (other than any Indebtedness permitted by Section 8.1(z), whether or not secured), (c) any Indebtedness payable to any Obligor, (d) regularly scheduled repayments or redemptions of Permitted Indebtedness or any mandatory offers to repay, prepay, redeem or purchase Permitted Indebtedness (subject to clause (f) below), (e) any obligations in respect of any Securitization Transactions, (f) any Permitted Indebtedness in connection with any refinancing or replacement thereof with any Refinancing Indebtedness thereof, (g) any Permitted Indebtedness required as a result of any sale, lease, transfer or other disposition of any property securing such Permitted Indebtedness to the extent that such security is permitted under this Agreement (and if such property constitutes Collateral, the Lien thereon securing such Permitted Indebtedness is senior to the Agent’s Lien thereon) and such payment, prepayment, redemption, purchase, defeasance or other satisfaction is permitted under the terms of any intercreditor or subordination provisions with respect thereto, (h) Indebtedness by any Special Purpose Vehicle to a Canadian Obligor arising from the purchase of equipment, leases, agreements, accounts or receivables by such Special Purpose Vehicle from such Canadian Obligor, (i) either any Indebtedness so long as at such time, (x) both before and after giving effect to any such Permitted Payment, no Specified Default has occurred and is continuing and (y) after giving pro forma effect thereto, the Payment Conditions shall have been satisfied, (j) any Subordinated Indebtedness by exchange for, or out of the net cash proceeds of, a substantially concurrent issue and sale of Refinancing Indebtedness with respect thereto, (k) other Indebtedness; provided that (i) the aggregate amount of all such Permitted Payments during the term of this Agreement shall not exceed the greater of (A) Projected Excess Availability $350,000,000 and Pro Forma Excess Availability (B) 10% of Consolidated Tangible Assets as of the date of consummation of any such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, Permitted Payment and (ii) the Lead Borrower aggregate amount of Permitted Payments made pursuant to this clause (k), together with the aggregate amount of all Investments made in reliance on clause (s) of the definition of the term “Permitted Investments”, the aggregate amount of all Distributions made in reliance on clause (f) of the definition of the term “Permitted Distributions”, and the consideration paid for all acquisitions in reliance on clause (d)(ii)(C) of the definition of the term “Permitted Acquisition”, shall not exceed $500,000,000 in the aggregate during the term of this Agreement, and (l) any purchase or redemption of any Subordinated Indebtedness of the Company or any Restricted Subsidiary required pursuant to the terms thereof as a result of a Change of Control or an asset disposition, so long as at such time no Default or Event of Default shall have delivered written certification as to occurred and a reasonably detailed calculation of item be continuing (i) above seven (7) days prior to the date of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03would result therefrom).

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness for borrowed money except: (other than Indebtedness under the Loan Documents), except that, so a) as long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) then exists or would arise therefrom, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness (other than on account of Subordinated Indebtedness); (b) the Lead Borrower may voluntarily prepayas long as no Default or Event of Default then exists or would arise therefrom, redeemvoluntary prepayments, purchaserepurchases, defease redemptions or otherwise satisfy, in each case, prior defeasances of Permitted Indebtedness (including on account of any Subordinated Indebtedness) solely to the scheduled maturity thereof extent made with the Net Proceeds from sales of Real Estate in accordance with clause (h) of the definition of Permitted Dispositions; (c) voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (including on account of any manner Subordinated Indebtedness) (i) as long as no Default or Event of Default then exists or would arise therefrom, up to the aggregate amount of $75,000,000 during any Material Indebtedness for borrowed money Fiscal Year if, after giving effect to any such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twenty thirty-five percent (20.035%) of the lesser of (A) the Aggregate Loan Cap, or Commitments and (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, Borrowing Base and (ii) in excess of the Lead Borrower shall have delivered written certification as aggregate amount of $75,000,000 during any Fiscal Year if, after giving effect to and a reasonably detailed calculation of item (i) above seven (7) days prior to any such payment, the date of such transaction or paymentPayment Conditions are satisfied; and (cd) subject to the restrictions set forth in clause (a) of the definition of Permitted Refinancings Indebtedness, refinancings and refundings of certain Permitted Indebtedness in accordance with Section 7.03such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents)Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except that, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of (i) Permitted Indebtedness (other than Subordinated Indebtedness; ), and (ii) Subordinated Indebtedness in accordance with the subordination terms thereof or the applicable subordination agreement relating thereto, (b) the Lead Borrower may voluntarily prepayvoluntary prepayments, redeemrepurchases, purchase, defease redemptions or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, defeasances of (i) either Permitted Indebtedness (A) Projected Excess Availability and Pro Forma Excess Availability but excluding on account of any Subordinated Indebtedness), provided, that, as of the date of consummation of any such payment will be equal to prepayment, repurchase, redemption or greater than twenty percent (20.0%) defeasance, and after giving effect thereto, each of the Aggregate Loan CapPayment Conditions is satisfied, and (ii) Subordinated Indebtedness in accordance with the subordination terms thereof or (B) (1) Projected Excess Availability and Pro Forma Excess Availability the applicable subordination agreement relating thereto, provided, that, as of the date of consummation of any such payment will be equal to prepayment, repurchase, redemption or greater than twelve defeasance, and one half percent (12.5%) after giving effect thereto, each of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00Payment Conditions is satisfied, and (iic) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date prepayment of such transaction or payment; and (c) Indebtedness with the proceeds of the Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03Refinancing thereof.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents)Indebtedness, except thator make any payment in violation of any subordination terms of any Junior Indebtedness, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis):except: (a) payments of principal (including mandatory prepayments) and interest as and when due in respect of any Indebtedness (other than Subordinated Indebtedness) permitted under Section 7.03 hereof; (b) the Senior Notes may be (i) converted to, or exchanged for, Equity Interests (other than Disqualified Stock) of Holdings or any Parent Company or (ii) prepaid from the proceeds of Equity Interests (other than Disqualified Stock) issued by Holdings or any Parent Company so long as such prepayment occurs reasonably contemporaneously with the issuance of such Equity Interests; (c) the Domestic Borrower may prepay, redeem, repurchase or defease the Senior Notes, the Senior Subordinated Notes or any Junior Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such Indebtedness; (d) with respect to (i) any Indebtedness under the Senior Notes, the Senior Subordinated Notes or any Permitted Amendment or Refinancing thereof or (ii) any Junior Indebtedness, regularly scheduled interest (whether or mandatory repaymentsnot such interest can be paid-in-kind at the option of the issuer) or AHYDO “catch-up” payments; (e) the Domestic Borrower may prepay, repurchase, redeem or defease the Senior Subordinated Notes or the Senior Notes with the proceeds of New Term Loans (as defined in the Term Facility); (f) voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either Indebtedness permitted under Section 7.03 hereof and not described in clause (Ab), above, and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the Payment Conditions are satisfied, (ii) Projected Excess Availability Subordinated Indebtedness in accordance with the applicable subordination terms thereof and Pro Forma Excess Availability as of long as the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00Payment Conditions are satisfied, and (iiiii) intercompany Indebtedness in accordance with the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or paymentapplicable subordination terms thereof; and (cg) any Permitted Refinancings Amendment or Refinancing of certain Permitted Indebtedness in accordance with Section 7.03any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents)Indebtedness, except thator make any payment in violation of any subordination terms of any Indebtedness, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis):except: (a) regularly (i) mandatory or scheduled payments of principal, interest and fees as and when due in respect of any Indebtedness (other than Subordinated Indebtedness) permitted under Section 7.03 hereof, (ii) all voluntary prepayments of the ABL Debt and (iii) all prepayments of the ABL Debt in connection with Section 8.04 of the ABL Credit Agreement; (b) the Borrower may prepay, redeem, repurchase or mandatory repaymentsdefease any Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such Indebtedness; (c) voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either Indebtedness permitted under Section 7.03 hereof and not described in clause (Ab), above, and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the ABL Payment Conditions are satisfied, (ii) Projected Excess Availability Subordinated Indebtedness in accordance with the applicable subordination terms thereof and Pro Forma Excess Availability as of long as the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00ABL Payment Conditions are satisfied, and (iiiii) intercompany Indebtedness in accordance with the Lead Borrower shall have delivered written certification applicable subordination terms thereof and as to and a reasonably detailed calculation of item (i) above seven (7) days prior to long as the date of such transaction or paymentABL Payment Conditions are satisfied; and (cd) any Permitted Refinancings Amendment or Refinancing of certain Permitted Indebtedness in accordance with Section 7.03any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner (i) any Material Indebtedness for borrowed money Second Lien Debt and (ii) any other than Indebtedness Indebtedness, if (A) such prepayment would, on a pro forma basis, cause a Default or Event of Default hereunder or (B) such prepayment is prohibited by the Second Lien Indenture; provided that the provisions of this Section 7.13 will not apply to (i) the prepayment of the Loans in accordance with the terms of this Agreement or (ii) the prepayment of obligations under the Loan Documents), except that, Borrowers’ internal cash management system substantially similar to the system in effect on the Closing Date; provided further that any redemptions and repayments of Second Lien Debt shall be permitted: (a) in an aggregate principal amount not to exceed $25,000,000 so long as no Default (i) the Borrowers shall be in compliance with the financial covenants set forth in Section 7.14 after giving pro forma effect to the making of any such redemption or prepayment; (ii) the Loan Parties shall have occurred Minimum Liquidity of not less than $300,000,000 after giving pro forma effect to any such redemption or prepayment and be continuing prior to or (iii) immediately after giving effect to any action described below such redemption or would result therefromprepayment, including no Default or Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtednesshas occurred and is continuing; (b) the Lead Borrower may voluntarily prepayif made (i) solely with any Second Lien Debt, redeemSubordinated Debt or any Indebtedness permitted under Section 7.03 not secured by any Collateral (“Permitted Unsecured Debt”), purchase, defease or otherwise satisfy, (ii) in each case, prior an aggregate amount equal to the scheduled maturity thereof in amount of net proceeds received by any manner any Material Borrower or Guarantor from the incurrence or issuance of such Second Lien Debt, such Subordinated Debt or Permitted Unsecured Indebtedness for borrowed money ifor (iii) a combination of such Second Lien Debt, such Subordinated Debt, Permitted Unsecured Indebtedness and net proceeds, so long as the Borrowers shall demonstrate pro forma compliance (after giving effect to any such paymentredemption or prepayment) with the financial covenants set forth in Section 7.14 and immediately after giving effect to any such redemption or prepayment, redemption, purchase, defeasance no Default or other prepayment transaction, (i) either (A) Projected Excess Availability Event of Default has occurred and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or paymentis continuing; and (c) Permitted Refinancings if made (i) solely in Equity Interests (other than Disqualified Equity Interests) of certain Permitted Indebtedness the Parent, (ii) in accordance an aggregate amount equal to the amount of proceeds received by the Parent from the issue of new Equity Interests (other than Disqualified Equity Interests) of the Parent or (iii) a combination of such Equity Interests (other than Disqualified Equity Interests) and proceeds, so long as the Borrowers shall demonstrate pro forma compliance (after giving effect to any such redemption or prepayment) with the financial covenants set forth in Section 7.037.14 and immediately after giving effect to any such redemption or prepayment, no Default or Event of Default has occurred and is continuing.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner manner, or make any Material payment in violation of any subordination terms of, any subordinated, unsecured or junior secured Indebtedness for borrowed money (other than Indebtedness under collectively, the Loan Documents“Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not expressly prohibited by the subordination provisions applicable thereto, if any), except thatexcept, in each case, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising has occurred and is continuing or would be caused thereby, (a) the refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.03, (b) the prepayment of Indebtedness of the Borrower or any Subsidiary owed to the Borrower or any Subsidiary to the extent not prohibited by the subordination provisions applicable thereto and (c) prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) the greater of $45,000,000 and 1.25% of Consolidated Total Assets of the Borrower plus (2) so long as the pro forma Consolidated Leverage Ratio would be less than 5.75:1.00, an amount not to exceed the Borrower Retained ECF Amount at the time of the making of such prepayment, redemption, repurchase or other payment plus (3) proceeds of Loans or Incremental Equivalent Debt (net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, upfront fees, discounts or commissions and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of a breach of Section 7.15 such issuance or sale (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (aafter taking into account any available tax credit or deductions and any tax sharing arrangements)) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect be applied to such paymentprepayment, redemption, purchase, defeasance repurchase or other prepayment transaction, payment so long as the Senior Secured Leverage Ratio would be less than 2.50:1.00 plus (i4) either (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03any Net Equity Proceeds.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than the Obligations or Indebtedness under the between Loan DocumentsParties), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except that, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) payments in respect of the Obligations, (b) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness (other than Subordinated Indebtedness; ), (bc) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, repayments and prepayments of Subordinated Indebtedness in each case, prior accordance with and subject to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money ifsubordination terms thereof, after giving effect to such payment(d) voluntary prepayments, redemptionrepurchases, purchaseredemptions, defeasance defeasances or other prepayment transactionsatisfaction of Permitted Indebtedness as long as the Payment Conditions are satisfied, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (ce) Permitted Refinancings of certain any Indebtedness, (f) the conversion of any Indebtedness to Equity Interests (other than Disqualified Stock) of the Parent or any of its Subsidiaries or any other direct or indirect parent of a Borrower or the repayment of Indebtedness with the proceeds of an issuance of Equity Interests (other than Disqualified Stock or Preferred Stock) of the Parent or any other direct or indirect parent of the Lead Borrower, and (g) repayments and prepayments of Indebtedness incurred pursuant to clauses (b), (c), (d), (e), (f), (j), (k), (n), (o), (p), (q), (v) (to the extent made by any Foreign Subsidiary), (s), or (w) of the definition of Permitted Indebtedness in accordance with Section 7.03Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents)Indebtedness, except thator make any payment in violation of any subordination terms of any Junior Indebtedness, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis):except: (a) regularly scheduled payments of principal (including mandatory prepayments), interest and fees as and when due in respect of any Indebtedness (other than Subordinated Indebtedness) permitted under Section 7.03 hereof; (b) the Borrower may prepay, redeem, repurchase or mandatory repaymentsdefease any Junior Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such Indebtedness; (c) voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either Indebtedness permitted under Section 7.03 hereof and not described in clause (Ab), above, and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the Payment Conditions are satisfied, (ii) Projected Excess Availability Subordinated Indebtedness (including Indebtedness permitted under Section 7.03(u)) in accordance with the applicable subordination terms thereof and Pro Forma Excess Availability as of long as the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00Payment Conditions are satisfied, and (iiiii) intercompany Indebtedness in accordance with the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or paymentapplicable subordination terms thereof; and (cd) any Permitted Refinancings Amendment or Refinancing of certain Permitted Indebtedness in accordance with Section 7.03any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents)Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except that, so (a) as long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) then exists, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either Permitted Indebtedness (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater other than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00Subordinated Indebtedness), and (ii) Subordinated Indebtedness in accordance with the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation subordination terms thereof or the applicable subordination agreement relating thereto, (b) voluntary prepayments, repurchases, redemptions or defeasances of item (i) above seven Permitted Indebtedness (7but excluding on account of any Subordinated Indebtedness) days prior to as long as the date of such transaction either Payment Conditions or payment; and Investment and RP Conditions are satisfied, and (ii) Subordinated Indebtedness in accordance with the subordination terms thereof or the applicable subordination agreement relating thereto, and as long as the either the Payment Conditions or Investment and RP Conditions are satisfied, (c) Permitted Refinancings of certain Permitted any such Indebtedness, or (d) as long as no Default or Event of Default or Cash Dominion Event then exists and is continuing, such prepayments, redemptions, repurchases or defeasements of Indebtedness in accordance made substantially simultaneously with Section 7.03proceeds of Equity Interests issued by Borrower.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents)Junior Indebtedness, except that, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of (i) Permitted Indebtedness (other than Subordinated Indebtedness; ), (ii) Subordinated Indebtedness in accordance with the subordination terms thereof; provided that if any Specified Event of Default (or event, with the passage of time, the giving of notice or both would constitute a Specified Event of Default) then exists or would arise therefrom, the Loan Parties and their Subsidiaries may not utilize proceeds of Credit Extensions or Proceeds of Collateral to make any such repayments, repurchases, redemptions or defeasances described in this clause (a), (b) the Lead Borrower may voluntarily prepayvoluntary prepayments, redeemrepurchases, purchase, defease redemptions or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, defeasances of (i) either Permitted Indebtedness (Abut excluding on account of any Subordinated Indebtedness) Projected Excess Availability as long as the Payment Conditions are satisfied, (ii) Subordinated Indebtedness (other than the Intercompany Subordinated Indebtedness) in accordance with the subordination terms thereof and Pro Forma Excess Availability as of long as the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00Payment Conditions are satisfied, and (iiiii) the Lead Borrower shall have delivered written certification Intercompany Subordinated Indebtedness as to long as the RP Conditions are satisfied[reserved]; and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents)Indebtedness, except that, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of (i) Permitted Indebtedness (other than Subordinated Indebtedness; ), (ii) Subordinated Indebtedness in accordance with the subordination terms thereof; provided that if any Specified Event of Default (or event, with the passage of time, the giving of notice or both would constitute a Specified Event of Default) then exists or would arise therefrom, the Loan Parties and their Subsidiaries may not utilize proceeds of Credit Extensions or Proceeds of Collateral to make any such repayments, repurchases, redemptions or defeasances described in this clause (a), (b) the Lead Borrower may voluntarily prepayvoluntary prepayments, redeemrepurchases, purchase, defease redemptions or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, defeasances of (i) either Permitted Indebtedness (Abut excluding on account of any Subordinated Indebtedness) Projected Excess Availability as long as the Payment Conditions are satisfied, (ii) Subordinated Indebtedness (other than the Intercompany Subordinated Indebtedness) in accordance with the subordination terms thereof and Pro Forma Excess Availability as of long as the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00Payment Conditions are satisfied, and (iiiii) the Lead Borrower shall have delivered written certification Intercompany Subordinated Indebtedness as to long as the RP Conditions are satisfied; and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof, or, as applicable, the time of any otherwise applicable mandatory payment thereof in accordance with the terms thereof (including as a result of the Permitted Disposition of any collateral therefor) (it being understood that payments of regularly scheduled principal and interest and mandatory prepayments of principal and interest shall be permitted), in any manner any (1) Subordinated Indebtedness or any other Indebtedness secured by a Lien that is junior in priority to the Lien securing the Obligations or is unsecured, or (2) any Material Indebtedness for borrowed money (other than Indebtedness under including, without limitation, the Term Loan DocumentsObligations), except that, (a) so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or Change of Control would result therefrom, including no Event the conversion (or exchange) of Default arising as a result any Indebtedness to, or the payment of a breach any Indebtedness from the proceeds of Section 7.15 the issuance of, Equity Interests, (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (ab) regularly scheduled or mandatory repaymentsvoluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness; Indebtedness in an amount equal to the sum of (bx) $10,000,000 per year so long as no Event of Default has occurred or would result therefrom, (y) any unused amounts under Section 7.06(h), and (z) in unlimited amounts provided the Payment Conditions are then satisfied, (c) payment or prepayment of Indebtedness owed to (x) the Lead Borrower may voluntarily prepayor any Restricted Subsidiary that is a Loan Party or (y) any other Restricted Subsidiary so long as in the case of this clause (y) either (1) such payment or prepayment is of Indebtedness having a term not in excess of sixty (60) days, redeem, purchase, defease (2) such payment is made by a Restricted Subsidiary that is not a Loan Party or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, (3) after giving effect to such paymentpayment or prepayment, redemption, purchase, defeasance or other prepayment transactionclauses (a) and (b)(x)(i) of the Payment Conditions will be satisfied, (id) either prepayment of Permitted Indebtedness of the type set forth in clause (Ac) Projected Excess Availability and Pro Forma Excess Availability of the definition thereof, (e) prepayment of Permitted Indebtedness of the type set forth in clause (g) of the definition thereof, so long as of such prepayment is made within ninety (90) days following the date of the consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00applicable Permitted Acquisition, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (cf) Permitted Refinancings of certain Permitted Indebtedness any such Indebtedness; provided that any payments or prepayments of Subordinated Debt hereunder shall be made in accordance with Section 7.03.the subordination terms applicable thereto. 116

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof satisfy in any manner the First Lien Notes, the Second Lien Notes, the Sponsor Subordinated Debt or the Permitted Unsecured Debt (except, in the case of the First Lien Notes and the Second Lien Notes, for any Material Indebtedness for borrowed money (mandatory prepayments, redemptions, purchases, defeasances or other than Indebtedness under satisfactions required by the Loan Documentsterms of the First Lien Indenture or the Second Lien Indenture as in effect on the Effective Date), except thatfor: (a) prepayments, redemptions, repurchases, defeasances or other satisfactions of the First Lien Notes pursuant to the terms of Section 2.03 or otherwise in accordance with the First Lien Intercreditor Agreement; (b) so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) regularly scheduled or mandatory repaymentsshall be continuing, prepayments, redemptions, repurchases, redemptions defeasances or defeasances other satisfactions of Permitted Indebtednessthe First Lien Notes using Net Cash Proceeds of Indebtedness that has a stated maturity date after the specified maturity date for the First Lien Notes, no scheduled amortization prior to such scheduled maturity, a principal balance not in excess of the then outstanding principal amount of First Lien Notes, covenants no more restrictive, taken as a whole, than those in the First Lien Notes and that can be issued without any material amendment to the First Lien Intercreditor Agreement or the General Intercreditor Agreement; (bc) the Lead Borrower may voluntarily prepayso long as no Default or Event of Default shall be continuing, redeemprepayments, purchaseredemptions, defease or otherwise satisfyrepurchases, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance defeasances or other prepayment transaction, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as satisfactions of the Second Lien Notes using Net Cash Proceeds of Indebtedness that has a stated maturity date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of after the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the specified maturity date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately Second Lien Notes, no scheduled amortization prior to such transaction or paymentscheduled maturity, will a principal balance not in excess of the then outstanding principal amount of Second Lien Notes, covenants no more restrictive, taken as a whole, than those in the Second Lien Notes and that can be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior issued without any material amendment to the date General Intercreditor Agreement; (d) payments of such transaction or paymentthe Sponsor Subordinated Debt made in a manner which is consistent with the terms thereof and in compliance with Section 7.06(f); and (ce) so long as no Default or Event of Default shall be continuing, payments of Permitted Refinancings Unsecured Debt using the proceeds of certain other Permitted Indebtedness Unsecured Debt issued pursuant to Section 7.02(m) that has a stated maturity date after the specified maturity date for the Permitted Unsecured Debt being refinanced, no scheduled amortization prior to such scheduled maturity, a principal balance not in accordance with Section 7.03excess of the then outstanding principal amount of the Permitted Unsecured Debt being refinanced and covenants no more restrictive, taken as a whole, than those in the Permitted Unsecured Debt being refinanced.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Permitted Indebtedness for borrowed money (other than (i) the Obligations, (ii) Indebtedness under the between non-Loan DocumentsParties, (iii) Indebtedness owed by a non-Loan Party to a Loan Party, and (iv) Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except that, so (a) as long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) then exists or would arise therefrom, regularly scheduled or mandatory repayments, repurchases, redemptions redemptions, defeasances or defeasances other satisfaction of Permitted Indebtedness (other than Subordinated Indebtedness; ), (b) the Lead Borrower may voluntarily prepayas long as no Event of Default has occurred and is continuing, redeemvoluntary prepayments, purchaseredemptions, defease or otherwise satisfyrepurchases, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance defeasances or other satisfaction of Permitted Indebtedness (but excluding any payment in violation of the subordination terms of any Subordinated Indebtedness) (i) in an amount less than $10,000,000 in the aggregate during the Availability Period as long as the Availability Condition is satisfied, or (ii) constituting intercompany Indebtedness owing by a Loan Party to any Subsidiary that is not a Loan Party, (c) as long as no Event of Default then exists, repayments and prepayments of Subordinated Indebtedness in accordance with the subordination terms thereof, (d) voluntary prepayments, repurchases, redemptions, defeasances or other satisfaction of Permitted Indebtedness (but excluding on account of any Subordinated Indebtedness (other than Subordinated Indebtedness between the Loan Parties)) as long as the Payment Conditions are satisfied, and (e) any Permitted Amendment/Refinancings of any Indebtedness, and (f) the Loan Parties may prepay the principal amount outstanding under the Term Loan Credit Agreement (together with accrued interest thereon), regardless of whether the Payment Conditions have been satisfied; provided that at the time of determination with respect to any such prepayment transactionof the Indebtedness under the Term Loan Credit Agreement pursuant to this clause (f), (i) either (A) Projected Excess Availability and Pro Forma Excess Availability no Default or Event of Default then exists or would arise as a result of the date making of consummation of any such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to Availability Condition is satisfied and a evidence thereof reasonably detailed calculation of item (i) above seven (7) days prior satisfactory to the date of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03Agents has been delivered to the Administrative Agent.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents)Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except that, so (a) as long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) then exists and is continuing, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness (other than Subordinated Indebtedness; ), (b) as long as no Event of Default then exists and is continuing, repayments and prepayments of Subordinated Indebtedness (other than Parent Indebtedness) in accordance with the Lead Borrower may voluntarily prepaysubordination terms thereof, redeem(c)(i) as long as the Tier 1 Payment Conditions are satisfied, purchaserepayments of the Parent Indebtedness in an amount not to exceed, defease or otherwise satisfywhen aggregated with all Restricted Payments made pursuant to Section 7.06(b)(i) and Section 7.06(b)(ii) and payments of the Parent Indebtedness made pursuant to clause (ii) below), $6,000,000.00 in the aggregate in any twelve-month period; (ii) as long as the Tier 2 Payment Conditions are satisfied, repayments of the Parent Indebtedness in an amount not to exceed, when aggregated with all Restricted Payments made pursuant to Section 7.06(b)(i) and Section 7.06(b)(ii) and payments of the Parent Indebtedness made pursuant to clause (i) above, $2,000,000.00 in the aggregate in any twelve-month period; and (iii) if the Tier 3 Payment Conditions are satisfied, other repayments of the Parent Indebtedness, in each case, prior to case in accordance with the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transactionsubordination terms thereof, (id) either voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (Abut excluding on account of any Subordinated Indebtedness) Projected Excess Availability and Pro Forma Excess Availability as of long as the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00Tier I Payment Conditions are satisfied, and (iie) the Lead Borrower shall have delivered written certification as to refinancings and a reasonably detailed calculation of item (i) above seven (7) days prior to the date refundings of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance compliance with Section 7.037.02(e).

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness, or make any payment in violation of any subordination terms of any Indebtedness, except: (i) (i) mandatory or scheduled payments of principal, interest and fees as and when due in respect of any Indebtedness for borrowed money (other than Subordinated Indebtedness) permitted under Section 7.03 hereof, (ii) all voluntary prepayments of the ABL Debt and (iii) all prepayments of the ABL Debt in connection with Section 8.04 of the ABL Credit Agreement; (ii) the Borrower may prepay, redeem, repurchase or defease any Indebtedness under with the Loan Documents), except that, so long as no Default shall have occurred and be continuing prior to proceeds of any Permitted Amendment or immediately after giving effect Refinancing or pursuant to any action described below or would result therefrom, including no Event asset sale tender offers required by the terms of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis):such Indebtedness; (aiii) regularly scheduled or mandatory repaymentsexcept during the Extended Accommodation Period, voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either Indebtedness permitted under Section 7.03 hereof and not described in clause (Ab), above, and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the ABL Payment Conditions are satisfied, (ii) Projected Excess Availability Subordinated Indebtedness (including Indebtedness permitted under Section 7.03(n)) in accordance with the applicable subordination terms thereof and Pro Forma Excess Availability as of long as the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00ABL Payment Conditions are satisfied, and (iiiii) intercompany Indebtedness in accordance with the Lead Borrower shall have delivered written certification applicable subordination terms thereof and as to and a reasonably detailed calculation of item (i) above seven (7) days prior to long as the date of such transaction or paymentABL Payment Conditions are satisfied; and (civ) any Permitted Refinancings Amendment or Refinancing of certain Permitted Indebtedness in accordance with Section 7.03any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents)Indebtedness, except thator make any payment in violation of any subordination terms of any Indebtedness, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis):except: (a) regularly mandatory or scheduled payments of principal, interest and fees as and when due in respect of any Indebtedness (other than (i) Subordinated Indebtedness and (ii) the Term Loans) permitted under Section 7.03 hereof; (b) the Borrower may prepay, redeem, repurchase or mandatory repaymentsdefease any Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such Indebtedness; (c) voluntary prepayments, repurchases, redemptions or defeasances of Permitted (i) Indebtedness permitted under Section 7.03 hereof and not described in clause (b), above, and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the Payment Conditions are satisfied, (ii) Subordinated Indebtedness in accordance with the applicable subordination terms thereof and as long as the Payment Conditions are satisfied, and (iii) intercompany Indebtedness in accordance with the applicable subordination terms thereof and as long as the Payment Conditions are satisfied; (bd) any Permitted Amendment or Refinancing of any such Indebtedness; and (e) (i) payments of interest and fees as and when due in respect of the Lead Borrower may voluntarily prepayTerm Loans under the Term Loan Documents, redeem(ii) scheduled amortization payments as and when due under the Term Loan Agreement, purchase(iii) mandatory payments of the Term Loan Facility pursuant to Section 2.06 of the Term Loan Agreement (as in effect on the Closing Date), defease other than pursuant to Section 2.06(b) of the Term Loan Agreement, and (iv) commencing with the date that is ten (10) Business Days after the date of delivery of the information required by Section 6.01(a) for the fiscal year ending on or otherwise satisfyaround February 1, 2020, mandatory payments of the Term Loan Facility pursuant to Section 2.06(b) of the Term Loan Agreement (as in each caseeffect on the Closing Date) (including, prior for the avoidance of doubt, a portion of such payment), so long as (x) no Event of Default exists or would arise as a result of the making of such payment, (y) immediately after giving pro forma effect to such payment (or such portion of such payment), Excess Availability shall be at least 20% of the Loan Cap (without giving effect to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, Term Loan Reserve) immediately after giving effect to such payment, redemption, purchase, defeasance payment (or other prepayment transaction, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation such portion of such payment will be equal to or greater than twenty percent (20.0%payment) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2z) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to the Agent a certificate confirming compliance with such conditions and including a reasonably detailed calculation of item such calculated Excess Availability; provided that in the event that the conditions in clauses (ix), (y), and (z) above seven are not satisfied on any date on which such a payment would be due under Section 2.06(b) the Term Loan Agreement and are satisfied within one hundred twenty (7120) days prior following such date that such payment would have been due, the Borrower may make such payment (or pay the remaining portion of such payment that was not previously made, as the case may be) to the date Term Agent for the benefit of the Lenders (as defined in the Term Loan Agreement) to the extent that the conditions in clauses (x), (y), and (z) are satisfied at the time of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity (or, with respect to the Growth Capital Subordinated Indebtedness, at or prior to maturity) thereof in any manner any Material Indebtedness for borrowed money of the type described in clause (other than Indebtedness under a) of the Loan Documents)definition thereof, or make any cash payments 111 upon the settlement, conversion, termination or otherwise in connection with any Permitted Convertible Indebtedness, except that, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating for the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): following: (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of (i) Permitted Indebtedness (other than Subordinated Indebtedness; ), (ii) as long as no Default or Event of Default then exists, Subordinated Indebtedness (other than the Growth Capital Subordinated Indebtedness) in accordance with the subordination terms thereof or the applicable subordination agreement relating thereto, and (iii) as long as the Payment Conditions are satisfied, Indebtedness between the Loan Parties and non-Loan Parties so long as such Indebtedness is subject to the Subordinated Intercompany Note; (b) as long as the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, Payment Conditions are satisfied (i) either voluntary prepayments, repurchases, redemptions or defeasances of: (A) Projected Excess Availability Permitted Indebtedness (other than Subordinated Indebtedness and Pro Forma Excess Availability Permitted Convertible Indebtedness) and (B) Subordinated Indebtedness (other than the Growth Capital Subordinated Indebtedness) in accordance with the subordination terms thereof or the applicable subordination agreement relating thereto and (ii) cash payments of any Permitted Convertible Indebtedness; (c) with respect to the Growth Capital Subordinated Indebtedness: (i) any payments permitted to be made pursuant to Section 4 of the Growth Capital Subordination Agreement (without regard to the last sentence of Section 4(a) thereof); and (ii) as long as the Payment Conditions are satisfied, other payments in respect of the Growth Capital Subordinated Indebtedness which are not otherwise permitted to be made pursuant to Section 4 of the Growth Capital Subordination Agreement (without regard to the last sentence of Section 4(a) thereof) (including, without limitation, prepayments thereof required to be made pursuant to clauses (d) and (e) of the definition of “Permitted Indebtedness” in the Growth Capital Subordinated Loan Agreement as in effect as of the date hereof); (d) [reserved]; (e) repayments of consummation principal and interest and other payments of such payment will be equal any Indebtedness with the proceeds of a Permitted Refinancing thereof or by exchange or conversion to or greater Equity Interests of Lead Borrower substantially contemporaneously therewith (other than twenty percent (20.0%Disqualified Stock) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or well as cash payment, will in lieu of issuance of fractional shares in connection therewith; provided that, with respect to a refinancing of any Subordinated Indebtedness, such refinancing shall also be equal to in accordance with the subordination terms thereof or greater than 1.00 to 1.00the applicable subordination agreement relating thereto; (f) so long as no Default or Event of Default then exists or would result therefrom, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation cash settlement upon any conversion of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Convertible Indebtedness in accordance with Section 7.03.the terms thereof in an aggregate amount not to exceed the principal amount thereof; and (g) as long as no Cash Dominion Event then exists and is continuing, such prepayments, redemptions, repurchases or defeasements of Indebtedness made substantially simultaneously with proceeds of Equity Interests issued by Lead Borrower. 112

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner manner, or make any Material Indebtedness for borrowed money payment in violation of any subordination terms of, any subordinated, unsecured or junior secured Indebtedness, including the Existing Senior Subordinated Notes and the SpinCo Notes (other than Indebtedness under collectively, the Loan Documents“Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except that(a) the refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.03 or, in the case of the Existing Senior Subordinated Notes, with proceeds of Incremental Term Loans incurred pursuant to Section 2.14, (b) the prepayment of Indebtedness of any Borrower or any Subsidiary owed to any Borrower or any Subsidiary to the extent not prohibited by the subordination provisions applicable thereto and (c) so long as no Default shall have has occurred and be continuing prior is continuing, prepayments, redemptions, purchases or other payments made (x) to or immediately after giving effect satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to any action described below or would result therefrom, including no Event exceed the sum of Default arising (1) the greater of $35,000,000 and 1.50% of Consolidated Total Assets of Holdings plus (2) so long as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Leverage Ratio on a pro forma basis): (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) Holdings calculated as of the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to last day of the scheduled maturity thereof in any manner any Material Indebtedness most recently ended fiscal quarter for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either (A) Projected Excess Availability which financial statements are available and Pro Forma Excess Availability as of the date of consummation the making of such prepayment, redemption, purchase or other payment will after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to or greater than twenty percent (20.0%) 3.00:1.00, an amount not to exceed the Borrower Retained ECF Amount at the time of the Aggregate Loan Capmaking of such prepayment, redemption, repurchase or other payment plus (B3) any Net Equity Proceeds (1and, for the avoidance of doubt, the Indebtedness evidenced by the Existing Senior Subordinated Notes may be satisfied pursuant to this clause (x) Projected Excess Availability in addition to any such satisfaction permitted by the following clause (y)) and Pro Forma Excess Availability (y) so long as the Senior Secured Leverage Ratio of Holdings (calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of consummation the making of such prepayment, redemption, purchase or other payment will after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable)) would be less than or equal to or greater than twelve and one half percent (12.5%) of 2.75:1.00, to satisfy Indebtedness evidenced by the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03Existing Senior Subordinated Notes.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than any Senior Debt and, for the avoidance of doubt, any Indebtedness incurred under the Loan Documentsthis Agreement), except thator make any payment in violation of any subordination terms of any Indebtedness (other than any Senior Debt and, so long for the avoidance of doubt, any Indebtedness incurred under this Agreement), except: (i) mandatory or scheduled payments of principal, interest and fees as no Default shall have occurred and be continuing prior to when due in respect of any Indebtedness (other than Subordinated Indebtedness) permitted under Section 7.03 hereof; (ii) the Borrower may prepay, redeem, repurchase or immediately after giving effect defease any Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any action described below or would result therefrom, including no Event asset sale tender offers required by the terms of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis):such Indebtedness; (aiii) regularly scheduled or mandatory repaymentsvoluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either Indebtedness permitted under Section 7.03 hereof and not described in clause (Ab), above, and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the ABL Payment Conditions are satisfied, (ii) Projected Excess Availability Subordinated Indebtedness in accordance with the applicable subordination terms thereof and Pro Forma Excess Availability as of long as the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00ABL Payment Conditions are satisfied, and (iiiii) intercompany Indebtedness in accordance with the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or paymentapplicable subordination terms thereof; and (civ) any Permitted Refinancings Amendment or Refinancing of certain Permitted Indebtedness in accordance with Section 7.03any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents), except that, so long as no Default shall have occurred The Company and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily its Restricted Subsidiaries will not prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof or make any cash payment, in each case, of any manner Subordinated Indebtedness, or in violation of any Material subordination terms of any such Subordinated Indebtedness for borrowed money if, after giving effect to (any such payment, a “Restricted Debt Payment”), other than: (a) regularly scheduled interest payments and payments of fees, expenses and indemnification obligations in respect of Subordinated Indebtedness, in each case when due and in amounts not to exceed the amounts required to be paid with respect thereto as of the Issue Date; (b) refinancings, redemptions, replacements, exchanges or other acquisition of such Subordinated Indebtedness for Permitted Refinancing Indebtedness permitted by Section 7.13; (c) payments with, or conversions to, Equity Interests (other than Disqualified Stock); (d) if such Subordinated Indebtedness would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i) of the Code, on each interest payment date ending on or after the fifth anniversary of the issue date of such Indebtedness, the Company and/or its Restricted Subsidiaries shall make Restricted Payments in cash in a minimum amount of interest (including original issue discount) that has been previously accrued and unpaid, as shall be necessary to ensure that such Indebtedness will not be considered an “applicable high yield discount obligation”; (e) the purchase, repurchase, redemption, purchase, defeasance or other prepayment transaction, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as acquisition or retirement for value of Subordinated Indebtedness of the date of consummation of such payment will be equal to Company or greater than twenty percent (20.0%) of the Aggregate Loan Capany Guarantor in exchange for, by conversion into or out of, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as with the net cash proceeds from, an incurrence of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or paymentPermitted Refinancing Indebtedness; and (cf) Permitted Refinancings mandatory prepayments of certain Permitted any Subordinated Indebtedness in accordance made after the Holders have declined to accept prepayments of Notes made with proceeds of Asset Sales that would have otherwise been required by Section 7.037.16 hereof.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents), except that, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) regularly scheduled or mandatory repaymentsEach of Holdings and the Borrower will not, repurchasesand Holdings will not permit any of its Subsidiaries to, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner (including by the exercise of any Material Indebtedness for borrowed money ifright of setoff), after giving effect to such or make any payment, redemptionin any case, purchasein violation of any subordination, defeasance standstill or collateral sharing terms of or governing, any Subordinated Indebtedness, except refinancing and refunding of such Indebtedness that does not increase the principal amount of such Indebtedness except by an amount equal to a reasonable premium or other prepayment transactionreasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing or refunding. Notwithstanding the foregoing, this Section 6.12(a) shall not apply to any Indebtedness evidenced by Permitted Convertible Notes or to any Permitted Call Spread Swap Agreements to the extent permitted by Section 6.01(n)(iii). (b) Each of Holdings and the Borrower will not, and Holdings will not permit any of its Subsidiaries to, repurchase, exchange, convert or induce the conversion of any Permitted Convertible Notes, except that Holdings and its Subsidiaries may: (i) either repurchase, exchange or induce the conversion of Permitted Convertible Notes (A) Projected Excess Availability by delivery of shares of Holdings’ common stock and/or (B) by delivery of a different series of Permitted Convertible Notes (which series (x) matures after, and Pro Forma Excess Availability does not require any scheduled amortization or other scheduled payments of principal prior to, the analogous date under the indenture governing the Permitted Convertible Notes that are so repurchased, exchanged or converted and (y) has terms, conditions and covenants that are no less favorable to the Borrower than the Permitted Convertible Notes that are so repurchased, exchanged or converted (as determined by the board of directors of the date Borrower, or a committee thereof, in good faith)) (any such series of consummation Permitted Convertible Notes, “Refinancing Convertible Notes”) and/or (C) by payment of cash ((1) to the extent such payment will be equal of cash is expressly permitted by Section 6.06(e) or (2) otherwise in an amount that does not exceed the proceeds received by Holdings from the substantially concurrent issuance of shares of Holdings’ common stock and/or a Refinancing Convertible Notes plus the net cash proceeds, if any, received by Holdings or the Borrower pursuant to the related exercise or greater than twenty percent early unwind or termination of the related Permitted Call Spread Swap Agreements pursuant to the immediately following proviso); provided that, substantially concurrently with, or a commercially reasonable period of time before or after, the related settlement date for the Permitted Convertible Notes that are so repurchased, exchanged or converted, each of Holdings and the Borrower (20.0%1) in the case of related Permitted Call Spread Swap Agreements described in clause (a) of the Aggregate Loan Capdefinition thereof, shall (and, for the avoidance of doubt, shall be permitted under this Section 6.12(b)(i) to) exercise or unwind or terminate early (Bwhether in cash, shares or any combination thereof) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation portion of such payment will be equal Permitted Call Spread Swap Agreements, if any, corresponding to such Permitted Convertible Notes that are so repurchased, exchanged or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap converted and (2) in the Consolidated Adjusted Fixed Charge Coverage Ratiocase of related Permitted Call Spread Swap Agreements described in clause (b) of the definition thereof, on a pro-forma basis at its option may (and, for the Measurement Period immediately prior avoidance of doubt, shall be permitted under this Section 6.12(b)(i) to) exercise or unwind or terminate early (whether in cash, shares or any combination thereof) the portion of such Permitted Call Spread Swap Agreements, if any, corresponding to such transaction Permitted Convertible Notes that are so repurchased, exchanged or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or paymentconverted; and (cii) convert Permitted Refinancings Convertible Notes (where such conversion is not the result of certain a repurchase, exchange or inducement of conversion described in Section 6.12(b)(i) above and where such conversion is pursuant to the terms of such Permitted Indebtedness Convertible Notes) (A) by delivery of shares of Holdings’ common stock and/or (B) by delivery of Refinancing Convertible Notes and/or (C) so long as no Default exists at the time of such payment, by payment in accordance with cash; provided that, substantially concurrently with, or a commercially reasonable period of time before or after, the related settlement date for the Permitted Convertible Notes that are so repurchased, exchanged or converted, each of Holdings and the Borrower (1) in the case of Permitted Call Spread Swap Agreements described in clause (a) of the definition thereof, shall (and, for the avoidance of doubt, shall be permitted under this Section 7.03.6.12(b)(ii) to) exercise or unwind or terminate early (whether in cash, shares or any combination thereof) the portion of such Permitted Call Spread Swap Agreements, if any, corresponding to such Permitted Convertible Notes that are so converted and

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documentsany Senior Debt), except thator make any payment in violation of any subordination terms of any Indebtedness (other than any Senior Debt), so long except: (i) mandatory or scheduled payments of principal, interest and fees as no Default shall have occurred and be continuing prior to when due in respect of any Indebtedness (other than Subordinated Indebtedness) permitted under Section 7.03 hereof; (ii) the Borrower may prepay, redeem, repurchase or immediately after giving effect defease any Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any action described below or would result therefrom, including no Event asset sale tender offers required by the terms of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis):such Indebtedness; (aiii) regularly scheduled or mandatory repaymentsexcept during the Accommodation Period, voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either Indebtedness permitted under Section 7.03 hereof and not described in clause (Ab), above, and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the ABL Payment Conditions are satisfied, (ii) Projected Excess Availability Subordinated Indebtedness in accordance with the applicable subordination terms thereof and Pro Forma Excess Availability as of long as the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00ABL Payment Conditions are satisfied, and (iiiii) intercompany Indebtedness in accordance with the Lead Borrower shall have delivered written certification applicable subordination terms thereof and as to and a reasonably detailed calculation of item (i) above seven (7) days prior to long as the date of such transaction or paymentABL Payment Conditions are satisfied; and (civ) any Permitted Refinancings Amendment or Refinancing of certain Permitted Indebtedness in accordance with Section 7.03any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in Neither Holdings nor any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents), except that, so long as no Default of its Restricted Subsidiaries shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner manner, or make any Material Indebtedness for borrowed money ifpayment in violation of any subordination terms of, after giving effect to such any Indebtedness, except the payment, prepayment, redemption, purchase, defeasance or other prepayment transaction, satisfaction of (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as Loans in accordance with the terms of the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Capthis Agreement, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) any Indebtedness ranking pari passu with the Lead Borrower shall have delivered written certification as Loans, (iii) any Indebtedness payable to and a reasonably detailed calculation any Borrower, (iv) regularly scheduled repayments or redemptions of item Permitted Indebtedness or any mandatory offers to repay, prepay, redeem or purchase Permitted Indebtedness (isubject to clause (vi) above seven below), (7v) days prior to the date any obligations in respect of such transaction or payment; and any Securitization Transactions, (cvi) Permitted Refinancings of certain any Permitted Indebtedness in accordance connection with Section 7.03any refinancing or replacement thereof with any Refinancing Indebtedness thereof, (vii) any Permitted Indebtedness required as a result of any sale, lease, transfer or other disposition of any property securing such Permitted Indebtedness to the extent that such security is permitted under this Agreement (and if such property constitutes Collateral, the Lien thereon securing such Permitted Indebtedness is senior to the Agent’s Lien thereon) and such payment, prepayment, redemption, purchase, defeasance or other satisfaction is permitted under the terms of any intercreditor or subordination provisions with respect thereto, (viii) Indebtedness by any Special Purpose Vehicle to a Canadian Obligor arising from the purchase of equipment, leases, agreements, accounts or receivables by such Special Purpose Vehicle from such Canadian Obligor; and (ix) any Indebtedness so long as at such time, (x) both before and after giving effect to such payment, prepayment, redemption, purchase, defeasance or other satisfaction thereof, no Specified Default has occurred and is continuing and (y) after giving pro forma effect thereto, the Payment Conditions shall have been satisfied.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness, or make any payment in violation of any subordination terms of any Indebtedness, except: (i) mandatory or scheduled payments of principal, interest and fees as and when due in respect of any Indebtedness for borrowed money (other than (i) Subordinated Indebtedness and (ii) the Term Loans) permitted under Section 7.03 hereof; (ii) the Loan Documents)Borrower may prepay, except thatredeem, so long as no Default shall have occurred and be continuing prior to repurchase or immediately after giving effect defease any Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any action described below or would result therefrom, including no Event asset sale tender offers required by the terms of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis):such Indebtedness; (aiii) regularly scheduled or mandatory repaymentsexcept during the Extended Accommodation Period, voluntary prepayments, repurchases, redemptions or defeasances of Permitted (i) Indebtedness permitted under Section 7.03 hereof and not described in clause (b), above, and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the Payment Conditions are satisfied, (ii) Subordinated Indebtedness in accordance with the applicable subordination terms thereof and as long as the Payment Conditions are satisfied, and (iii) intercompany Indebtedness in accordance with the applicable subordination terms thereof and as long as the Payment Conditions are satisfied; (biv) any Permitted Amendment or Refinancing of any such Indebtedness; and (v) (i) payments of interest and fees as and when due in respect of the Lead Borrower may voluntarily prepayTerm Loans under the Term Loan Documents, redeem(ii) scheduled amortization payments as and when due under the Term Loan Agreement, purchase(iii) mandatory payments of the Term Loan Facility pursuant to Section 2.06 of the Term Loan Agreement (as in effect on the Closing Date), defease other than pursuant to Section 2.06(b) of the Term Loan Agreement, and (iv) commencing with the date that is ten (10) Business Days after the date of delivery of the information required by Section 6.01(a) for the fiscal year ending on or otherwise satisfyaround February 1, 2020, mandatory payments of the Term Loan Facility pursuant to Section 2.06(b) of the Term Loan Agreement (as in each caseeffect on the Closing Date) (including, prior for the avoidance of doubt, a portion of such payment), so long as (x) no Event of Default exists or would arise as a result of the making of such payment, (y) immediately after giving pro forma effect to such payment (or such portion of such payment), Excess Availability shall be at least 20% of the Loan Cap (without giving effect to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, Term Loan Reserve) immediately after giving effect to such payment, redemption, purchase, defeasance payment (or other prepayment transaction, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation such portion of such payment will be equal to or greater than twenty percent (20.0%payment) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2z) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to the Agent a certificate confirming compliance with such conditions and including a reasonably detailed calculation of item such calculated Excess Availability; provided that in the event that the conditions in clauses (ix), (y), and (z) above seven are not satisfied on any date on which such a payment would be due under Section 2.06(b) the Term Loan Agreement and are satisfied within one hundred twenty (7120) days prior following such date that such payment would have been due, the Borrower may make such payment (or pay the remaining portion of such payment that was not previously made, as the case may be) to the date Term Agent for the benefit of the Lenders (as defined in the Term Loan Agreement) to the extent that the conditions in clauses (x), (y), and (z) are satisfied at the time of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents)Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except that(a) payment in respect of the Obligations, so (b) as long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) then exists, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness (other than Subordinated Indebtedness; (b) the Lead Borrower may voluntarily prepay), redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) Permitted Refinancings as long as no Event of certain Permitted Default then exists, repayments and prepayments of Subordinated Indebtedness in accordance with Section 7.03the subordination terms thereof, (d) voluntary prepayments, repurchases, redemptions or defeasances or other satisfaction of Permitted Indebtedness (but excluding any payment in violation of any subordination terms of any Subordinated Indebtedness) as long as either (i) the Payment Conditions are satisfied or (ii) (A) at the time of such prepayment, repurchase, redemption or defeasance, no Loans are then outstanding and (B) the aggregate amount of such prepayment, repurchase, redemption or defeasance is funded entirely through the use of cash on hand of the Loan Parties, (e) payment of Permitted Indebtedness to the extent such payment is in kind, and (f) refinancings and refundings of such Indebtedness to the extent permitted hereunder.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than the Obligations or Indebtedness under the between Loan DocumentsParties), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except that, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) payments in respect of the Obligations, (b) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness (other than Subordinated Indebtedness; ), (bc) repayments and prepayments of Subordinated Indebtedness in accordance with and subject to the subordination terms thereof, (d) voluntary prepayments, repurchases, redemptions, defeasances or other satisfaction of Permitted Indebtedness as long as the Adjusted Payment Conditions are satisfied, (e) Permitted Refinancings of any Indebtedness, (f) payments with respect to Obligations (as defined in the Term Loan Credit Agreement as in effect on the Restatement Effective Date), (g) the Lead Borrower may voluntarily prepayconversion of any Indebtedness to Equity Interests (other than Disqualified Stock) of Holdco or any other direct or indirect parent of Holdco or the repayment of Indebtedness with the proceeds of an issuance of Equity Interests (other than Disqualified Stock or Preferred Stock) of Holdco or any other direct or indirect parent of Holdco, redeem, (h) the purchase, defease redemption, acquisition, retirement, defeasance or otherwise satisfy, discharge of any notes issued by Safeway or any of its subsidiaries within 90 days of the Restatement Effective Date and any Permitted Refinancing in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, respect thereof; provided that immediately after giving effect to such paymentpurchase, redemption, purchaseacquisition or defeasance, defeasance or other prepayment transaction, Excess Availability shall be not less than $1,000,000,000 and (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as redemptions or redemptions of the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance funded solely with Section 7.03Escrow Debt.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents)Indebtedness, except thator make any payment in violation of any subordination terms of any Indebtedness, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis):except: (a) regularly (i) mandatory or scheduled payments of principal, interest and fees as and when due in respect of any Indebtedness (other than Subordinated Indebtedness) permitted under Section 7.03 hereof, (ii) all voluntary prepayments of the ABL Debt and (iii) all prepayments of the ABL Debt in connection with Section 8.04 of the ABL Credit Agreement; (b) the Borrower may prepay, redeem, repurchase or mandatory repaymentsdefease any Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such Indebtedness; (c) except during the Accommodation Period, voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either (A) Projected Excess Availability Indebtedness permitted under Section 7.03 hereof and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00not described in Section 7.07(b), and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the ABL Payment Conditions are satisfied, (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Subordinated Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied, (iii) (d) after the first anniversary of the Closing Date, Indebtedness in respect of the Third Lien Credit Agreement to the extent the ABL Payment Conditions are satisfied (provided that, for the purposes of this Section 7.03.7.07(c), clause (ii)(x) of the definition of “Payment Conditions” set forth in the ABL Credit Agreement shall be deemed to require ABL Excess Availability greater than or equal to 35% of the ABL Commitments) and (iv) intercompany Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied; and

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than the Obligations or Indebtedness under the between Loan DocumentsParties), except that, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) payments in respect of the Obligations, (b) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness (other than Subordinated Indebtedness; ), in each case subject to the terms of the applicable Intercreditor Agreement, (bc) repayments or prepayments of Subordinated Indebtedness in accordance with and subject to the subordination terms thereof (which subordination terms may include prohibitions on prepayments of such Subordinated Indebtedness), (d) [reserved], (e) Permitted Refinancings of any Indebtedness to the extent permitted pursuant to Section 7.03, (f) the conversion of any Indebtedness to Equity Interests (other than Disqualified Stock) of the Parent or any of its Subsidiaries or any other direct or indirect parent of a Borrower or the repayment of Indebtedness with the proceeds of any contribution to, or the issuance or other sale of, Equity Interests (other than any issuance or sale of Disqualified Stock or Preferred Stock) of the Parent or any other direct or indirect parent of the Lead Borrower may voluntarily prepayand which repayment is made substantially concurrent with the receipt of such proceeds, redeem(g) repayments and prepayments of Indebtedness incurred pursuant to clauses (b), purchase(c), defease or otherwise satisfy(d), in each case(e), prior (f) (subject to the scheduled maturity thereof in any manner any Material terms thereof), (j), (n), (o), (p), (q), (s), or (w) of the definition of Permitted Indebtedness for borrowed money ifand, solely to the extent such Indebtedness is secured on a pari passu basis with the Liens securing the Obligations, such repayment or prepayment is accompanied by a pro rata repayment or prepayment of the Term Loans and, after giving effect to such paymentrepayment or prepayment, redemptionthe Liquidity Condition has been satisfied, purchaseclause (u) of the definition of Permitted Indebtedness, defeasance in each case subject to the terms of the Intercreditor Agreement or other prepayment transactionsubordination agreement applicable to any such Indebtedness, (h) payments in respect of the ABL Facility Indebtedness subject to the terms of the Intercreditor Agreement, and (i) either repayments and prepayments of Indebtedness in accordance with and subject to the terms thereof in an aggregate amount not to exceed (Ai) Projected Excess Availability and Pro Forma Excess Availability as $25,000,000 (less the sum of (x) the date aggregate amount of consummation of such payment will be equal outstanding Investments made pursuant to or greater than twenty percent clause (20.0%cc)(i) of the Aggregate Loan Capdefinition of Permitted Investments and (y) the aggregate amount of Restricted Payments made pursuant to Section 7.06(k)(i)) plus (ii) the portion, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as if any, of the Cumulative Credit on such date that the Borrowers elect to apply to this paragraph, such election to be specified in a written notice of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) a Responsible Officer of the Aggregate Loan Cap and (2) Lead Borrower calculating in reasonable detail the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period amount of Cumulative Credit immediately prior to such transaction election and the amount thereof elected to be so applied; provided, that each of the following conditions is satisfied: (i) no Event of Default has occurred or paymentis continuing or would result therefrom, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to the Cumulative Credit, the pro forma Total Net Leverage Ratio is no greater than 3.00:1.00 and a reasonably detailed calculation of item (iiii) above seven (7) days prior immediately after giving effect to such repayment or prepayment the date of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03Liquidity Condition has been satisfied.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money except the following: (other than Indebtedness under the Loan Documents), except that, so a) as long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating then exists, the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) Loan Parties may make regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted IndebtednessIndebtedness (other than the KTC Indebtedness and Indebtedness under the Licensor/Vendor Subordinated Notes); (b) so long as no Event of Default has occurred and is continuing, the Lead Borrower Loan Parties may voluntarily prepaymake regularly scheduled or mandatory or voluntary repayments, redeemrepurchases, purchaseredemptions or defeasances of the Indebtedness evidenced by the Licensor/Vendor Subordinated Notes if the Payment Conditions (as defined in the Licensor/Vendor Subordinated Notes) are satisfied; (c) the Loan Parties may make regularly scheduled or mandatory repayments, defease repurchases, redemptions or otherwise satisfy, in each case, prior to defeasances of the scheduled maturity thereof in any manner any Material KTC Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either from proceeds of EPK Collateral (Aas defined in the Intercreditor Agreement) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) otherwise in an amount equal to the Lead Borrower difference between (x) the EPK Purchase Price (as defined in the KTC Financing Documents) and (y) the amount realized upon either (a) the sale of the relevant Inventory or (b) the recovery on any amount for which the Agent has not paid EPK the Designated Amount (as defined in the Intercreditor Agreement), so long as (A) no Event of Default has occurred and is continuing hereunder, (B) no Event of Default has occurred and is continuing under the KTC Financing Documents, (C) any such payment shall have delivered not result in any default in any other Contractual Obligation of the Loan Parties, (D) the amount of all such payments permitted under this clause (c)(ii) shall not exceed $250,000 in the aggregate without the written certification as consent of the Agent, and (E) prior to and making any such payment under this clause (c)(ii), the Loan Parties shall deliver to the Agent a reasonably detailed calculation certificate or other evidence of item satisfaction of the conditions contained in clauses (iA) through (D) above seven (7) days prior reasonably satisfactory to the date of such transaction or paymentAgent; and (cd) the Loan Parties may consummate Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents)Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except that, so (a) as long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) then exists, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either Permitted Indebtedness (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater other than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00Subordinated Indebtedness), and (ii) Subordinated Indebtedness in accordance with the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation subordination terms thereof or the applicable subordination agreement relating thereto, (b) voluntary prepayments, repurchases, redemptions or defeasances of item (i) above seven Permitted Indebtedness (7but excluding on account of any Subordinated Indebtedness) days prior to as long as either Payment Conditions or Investment and RP Conditions are satisfied, and (ii) Subordinated Indebtedness in accordance with the date of such transaction subordination terms thereof or payment; and the applicable subordination agreement relating thereto, and as long as either the Payment Conditions or Investment and RP Conditions are satisfied, (c) Permitted Refinancings of certain Permitted any such Indebtedness, or (d) as long as no Default or Event of Default or Cash Dominion Event then exists and is continuing, such prepayments, redemptions, repurchases or defeasements of Indebtedness in accordance made substantially simultaneously with Section 7.03proceeds of Equity Interests issued by Borrower.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents)Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except that, so (a)[ as long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) then exists,] regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of (i) Permitted Indebtedness (other than Subordinated Indebtedness; )[ and], (ii) Subordinated Indebtedness in accordance with the subordination terms thereof, and (iii) Permitted Real Estate Indebtedness (b) the Lead Borrower may voluntarily prepayvoluntary prepayments, redeemrepurchases, purchase, defease redemptions or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, defeasances of (i) either Permitted Indebtedness (Abut excluding on account of any Subordinated Indebtedness) Projected Excess Availability and Pro Forma Excess Availability as of long as the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan CapPayment Conditions are satisfied[ and], or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) Subordinated Indebtedness in accordance with the Lead Borrower shall have delivered written certification subordination terms thereof and as to long as the Payment Conditions are satisfied, (iii) Permitted Real Estate Indebtedness as long as the Payment Conditions are satisfied and a reasonably detailed calculation (iv) any Indebtedness (other than Subordinated Indebtedness in violation of item (iany subordination terms with respect thereto) above seven (7) days prior to so long Unrestricted Cash Payment Conditions are satisfied on the date of such transaction or payment; and payment is paid and such payment is paid solely from Unrestricted Cash and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance with any such Indebtedness. Nothing herein shall preclude the Borrower from prepaying or otherwise satisfying the Obligations hereunder pursuant to Section 7.03.2.04 hereof, or from terminating or reducing Commitments hereunder pursuant to Section 2.05 hereof. [109] [TABLE OF CONTENTS] [(continued)] [Page]

Prepayments of Indebtedness. PrepayThe Company will not, redeemand will not permit any Subsidiary to, purchaseif any Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, defease (a) amend or modify (or permit the amendment or modification of) any of the terms of any Indebtedness of such Person if such amendment or modification would accelerate the maturity date of such Indebtedness or would require an unscheduled payment of such Indebtedness or would effect any type of transfer of property or ​ assets in payment of Indebtedness or would otherwise satisfyhave the effect of prepaying such Indebtedness or (b) prepay, any Indebtedness of such Person,; provided however, that the Company may (x) make such mandatorythe prepayments or redemptions expressly required by any credit agreement or unsecured bond indenture or senior note agreement or indenture to which the Company is a party (so long as such mandatory prepayments or redemptions are not triggered by events of default under such credit agreement, bond or senior note Indebtedness), provided that prepayment or redemption of such bond or senior note Indebtedness would not result in each case, prior to a breach of Section 10.6 or any Additional Covenant.Section 8.2(b) (including prepayments of the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the BAML Loan Documents and the BMO Loan Documents in connection therewith based on the Applicable Sharing Percentage) and (y) prepay the Indebtedness under the BAML Loan Documents and the BMO Loan Documents), except thatincluding pursuant to a refinancing, and make any amendments or modifications requiring an unscheduled payment of such Indebtedness or have the effect of prepayment of such Indebtedness, so long as no Default shall have occurred the Company prepays the outstanding amounts under each of the Series A Notes and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) Series B Notes in an amount based upon the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior Initial Sharing Percentage with respect to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as Obligations of the date principal amount of consummation of any such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03prepayments.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents)Junior Indebtedness, except that, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of (i) Permitted Indebtedness (other than Subordinated Indebtedness; ), (ii) Subordinated Indebtedness in accordance with the subordination terms thereof; provided that if any Specified Event of Default (or event, with the passage of time, the giving of notice or both would constitute a Specified Event of Default) then exists or would arise therefrom, the Loan Parties and their Subsidiaries may not utilize proceeds of Credit Extensions or Proceeds of Collateral to make any such repayments, repurchases, redemptions or defeasances described in this clause (a), (b) the Lead Borrower may voluntarily prepayvoluntary prepayments, redeemrepurchases, purchase, defease redemptions or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, defeasances of (i) either Permitted Indebtedness (Abut excluding on account of any Subordinated Indebtedness) Projected Excess Availability as long as the Payment Conditions are satisfied, (ii) Subordinated Indebtedness (other than the Intercompany Subordinated Indebtedness) in accordance with the subordination terms thereof and Pro Forma Excess Availability as of long as the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00Payment Conditions are satisfied, and (iiiii) the Lead Borrower shall have delivered written certification Intercompany Subordinated Indebtedness as to long as the RP Conditions are satisfied; and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents)money, except that, so (a) (i) as long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) then exists, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness; Indebtedness (other than the BoA Facility), (ii) regularly scheduled payments and mandatory prepayments under the BoA Facility, and so long as no Default or Event of Default then exists, prepayment and other repurchases, redemptions or defeasances under the BoA Facility and any Permitted Refinancing thereof, in each case not in violation of the Intercreditor Agreement, (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as acquisition or retirement of any Indebtedness of the date Borrower or any Subsidiary or of consummation any Equity Interests of such payment will be equal the Borrower or any Subsidiary in exchange for, or out of the net cash proceeds of a contribution to the common equity of the Borrower or greater any Subsidiary, or a substantially concurrent sale of, Equity Interests (other than twenty percent (20.0%Disqualified Stock) of the Aggregate Loan Cap, Borrower or (B) (1) Projected Excess Availability any Subsidiary and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) the purchase, redemption, defeasance or other acquisition or retirement of Indebtedness with the net cash proceeds from an incurrence of any Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03Refinancing thereof.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner manner, or make any Material payment in violation of any subordination terms of, any subordinated, unsecured or junior secured Indebtedness for borrowed money (other than Indebtedness under collectively, the Loan Documents“Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not expressly prohibited by the subordination provisions applicable thereto, if any), except thatexcept, in each case, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising has occurred and is continuing or would be caused thereby, (a) the refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.03, (b) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary owed to the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions applicable thereto and, (c) prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) the greater of $180,000,000 and 2.50% of Consolidated Total Assets of the Borrower plus (2) so long as the pro forma Consolidated Leverage Ratio would be less than 6.25:1.00, an amount not to exceed the Borrower Retained ECF Amount at the time of the making of such prepayment, redemption, repurchase or other payment plus (3) proceeds of Loans or Incremental Equivalent Debt (net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, upfront fees, discounts or commissions and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of a breach of Section 7.15 such issuance or sale (calculating after taking into account any available tax credit or deductions and any tax sharing arrangements)) to be applied to such prepayment, redemption, repurchase or other payment so long as the Consolidated Fixed Charge Coverage Senior Secured Leverage Ratio on a pro forma basis): would be less than 3.00:1.00 plus (a4) regularly scheduled or mandatory repayments, repurchasesany Net Equity Proceeds and (d) prepayments, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepaypurchases of, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transactionpayments made to refinance or repay, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of Indebtedness outstanding under the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03Bridge Facility Agreement.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents)Indebtedness, except thator make any payment in violation of any subordination terms of any Indebtedness, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis):except: (a) regularly mandatory or scheduled payments of principal, interest and fees as and when due in respect of any Indebtedness (other than (i) Subordinated Indebtedness and (ii) the Term Loans) permitted under Section 7.03 hereof; (b) the Borrower may prepay, redeem, repurchase or mandatory repaymentsdefease any Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such Indebtedness; (c) except during the Accommodation Period, voluntary prepayments, repurchases, redemptions or defeasances of Permitted (i) Indebtedness permitted under Section 7.03 hereof and not described in clause (b), above, and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the Payment Conditions are satisfied, (ii) Subordinated Indebtedness (including Indebtedness permitted under Section 7.03(n)) in accordance with the applicable subordination terms thereof and as long as the Payment Conditions are satisfied, (iii) after the first anniversary of the Closing Date, Indebtedness in respect of the Third Lien Credit Agreement to the extent the Payment Conditions are satisfied (provided, that for the purposes of this 7.07(c), clause (ii)(x) of “Payment Conditions” shall be deemed to require Excess Availability greater than or equal to 35% of the Commitments) and (iv) intercompany Indebtedness in accordance with the applicable subordination terms thereof and as long as the Payment Conditions are satisfied; (bd) any Permitted Amendment or Refinancing of any such Indebtedness; and (e) (i) payments of interest and fees as and when due in respect of the Lead Borrower may voluntarily prepayTerm Loans under the Term Loan Documents, redeem(ii) scheduled amortization payments as and when due under the Term Loan Agreement, purchase(iii) mandatory payments of the Term Facility pursuant to Section 2.06 of the Term Loan Agreement (as in effect on the Closing Date), defease other than pursuant to Section 2.06(b) of the Term Loan Agreement, and (iv) commencing with the date that is ten (10) Business Days after the date of delivery of DB1/ 123795142.13 the information required by Section 6.01(a) for the fiscal year ending on or otherwise satisfyaround January 28, 2023, mandatory payments of the Term Facility pursuant to Section 2.06(b) of the Term Loan Agreement (as in each caseeffect on the Closing Date) (including, prior for the avoidance of doubt, a portion of such payment), so long as (x) no Event of Default exists or would arise as a result of the making of such payment, (y) immediately after giving pro forma effect to such payment (or such portion of such payment), Excess Availability shall be at least 20% of the Loan Cap (without giving effect to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, Term Loan Reserve) immediately after giving effect to such payment, redemption, purchase, defeasance payment (or other prepayment transaction, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation such portion of such payment will be equal to or greater than twenty percent (20.0%payment) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2z) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to the Agent a certificate confirming compliance with such conditions and including a reasonably detailed calculation of item such calculated Excess Availability; provided that in the event that the conditions in clauses (ix), (y), and (z) above seven are not satisfied on any date on which such a payment would be due under Section 2.06(b) the Term Loan Agreement and are satisfied within one hundred twenty (7120) days prior following such date that such payment would have been due, the Borrower may make such payment (or pay the remaining portion of such payment that was not previously made, as the case may be) to the date Term Agent for the benefit of the Lenders (as defined in the Term Loan Agreement) to the extent that the conditions in clauses (x), (y), and (z) are satisfied at the time of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents)Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except that, so (a) as long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) then exists, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either Permitted Indebtedness (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater other than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00Subordinated Indebtedness), and (ii) Subordinated Indebtedness in accordance with the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation subordination terms thereof or the applicable subordination agreement relating thereto, (b) voluntary prepayments, repurchases, redemptions or defeasances of item (i) above seven Permitted Indebtedness (7but excluding on account of any Subordinated Indebtedness) days prior to as long as the date of such transaction either Payment Conditions or payment; and Investment and RP Conditions are satisfied, and (ii) Subordinated Indebtedness in accordance with the subordination terms thereof or the applicable subordination agreement relating thereto, and as long as the either Payment Conditions or Investment and RP Conditions are satisfied, (c) Permitted Refinancings of certain Permitted any such Indebtedness, or (d) as long as no Default or Event of Default or Cash Dominion Event then exists and is continuing, such prepayments, redemptions, repurchases or defeasements of Indebtedness in accordance made substantially simultaneously with Section 7.03proceeds of Equity Interests issued by Borrower.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than the Obligations or -118- Indebtedness under the between Loan DocumentsParties), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except that, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) payments in respect of the Obligations, (b) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness (other than Subordinated Indebtedness; ), (bc) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, repayments and prepayments of Subordinated Indebtedness in each case, prior accordance with and subject to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money ifsubordination terms thereof, after giving effect to such payment(d) voluntary prepayments, redemptionrepurchases, purchaseredemptions, defeasance defeasances or other prepayment transactionsatisfaction of Permitted Indebtedness as long as the Payment Conditions are satisfied, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (ce) Permitted Refinancings of certain any Indebtedness, (f) the conversion of any Indebtedness to Equity Interests (other than Disqualified Stock) of the Parent or any of its Subsidiaries or any other direct or indirect parent of a Borrower or the repayment of Indebtedness with the proceeds of any contribution to, or the issuance or other sale of, Equity Interests (other than Disqualified Stock or Preferred Stock) of the Parent or any other direct or indirect parent of the Lead Borrower, and (g) repayments and prepayments of Indebtedness incurred pursuant to clauses (b), (c), (d), (e), (f), (j), (k), (n), (o), (p), (q), (v) (to the extent made by any Foreign Subsidiary), (s), or (w) of the definition of Permitted Indebtedness in accordance with Section 7.03Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documentsany Senior Debt), except thator make any payment in violation of any subordination terms of any Indebtedness (other than any Senior Debt), so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis):except: (a) regularly mandatory or scheduled payments of principal, interest and fees as and when due in respect of any Indebtedness (other than Subordinated Indebtedness) permitted under Section 7.03 hereof; (b) the Borrower may prepay, redeem, repurchase or mandatory repaymentsdefease any Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such Indebtedness; (c) except during the Extended Accommodation Period, voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either Indebtedness permitted under Section 7.03 hereof and not described in clause (Ab), above, and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the ABL Payment Conditions are satisfied, (ii) Projected Excess Availability Subordinated Indebtedness in accordance with the applicable subordination terms thereof and Pro Forma Excess Availability as of long as the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00ABL Payment Conditions are satisfied, and (iiiii) intercompany Indebtedness in accordance with the Lead Borrower shall have delivered written certification applicable subordination terms thereof and as to and a reasonably detailed calculation of item (i) above seven (7) days prior to long as the date of such transaction or paymentABL Payment Conditions are satisfied; and (cd) any Permitted Refinancings Amendment or Refinancing of certain Permitted Indebtedness in accordance with Section 7.03any such Indebtedness.