Common use of Prepayments of Indebtedness Clause in Contracts

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) as long as no Event of Default then exists or would arise therefrom, regularly scheduled or mandatory repayments, repurchases, redemptions, defeasances or 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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (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) 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 prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Indebtednessfor borrowed money, except (a) as long as no Default or Event of Default then exists or would arise therefromexists, regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of Permitted Indebtedness (other than Subordinated Indebtednessthe First Lien Facility), (bii) as regularly scheduled payments and mandatory prepayments under the First Lien Credit Agreement, and so 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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments prepayment and prepayments other repurchases, redemptions or defeasances under the First Lien Facility and any Permitted Refinancing thereof, in each case not in violation of Subordinated the First Lien Intercreditor Agreement, (b) the purchase, redemption, defeasance or other acquisition or retirement of any Indebtedness of the Borrower or any Subsidiary or of any Equity Interests of the Borrower or any Subsidiary in accordance exchange for, or out of the net cash proceeds of a contribution to the common equity of the Borrower or any Subsidiary, or a substantially concurrent sale of, Equity Interests (other than Disqualified Stock) of the Borrower or any Subsidiary and (c) the purchase, redemption, defeasance or other acquisition or retirement of Indebtedness with the subordination terms thereof, (d) voluntary prepayments, repurchases, redemptions, defeasances or other satisfaction of Permitted Indebtedness (but excluding on account net cash proceeds from an incurrence of any Subordinated Indebtedness) as long as the Payment Conditions are satisfied, and (e) any Permitted Amendment/Refinancings of such IndebtednessRefinancing thereof.

Prepayments of Indebtedness. PrepayNeither Holdings nor any of its Restricted Subsidiaries shall prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties)manner, or make any payment in violation of any subordination terms of of, any Subordinated Indebtedness, except (a) as long as no Event of Default then exists or would arise therefromthe payment, regularly scheduled or mandatory repaymentsprepayment, repurchasesredemption, redemptionspurchase, defeasances defeasance or other satisfaction of Permitted Indebtedness (other than Subordinated Indebtedness)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) 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 Event of Specified Default has occurred and is continuingcontinuing and (y) after giving pro forma effect thereto, voluntary prepaymentsthe Payment Conditions shall have been satisfied, redemptions(j) any Subordinated Indebtedness by exchange for, repurchasesor out of the net cash proceeds of, defeasances or other satisfaction a substantially concurrent issue and sale of Permitted Indebtedness (but excluding other than Indebtedness under this Agreement) of Holdings or any payment in violation of Borrower which does not have a shorter maturity than the subordination terms Subordinated Indebtedness being refinanced (or if shorter, the Loans extended hereunder), and (k) any purchase or redemption of any Subordinated Indebtedness) (i) in Indebtedness of Holdings, the Company or any Restricted Subsidiary required pursuant to the terms thereof as a result of a Change of Control or an amount less than $6,000,000 in the aggregate during the Availability Period as long as the Availability Condition is satisfiedasset disposition, or (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 at such amount prepaid, redeemed, purchased time no Default or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments shall have occurred and prepayments of Subordinated Indebtedness in accordance with the subordination terms thereof, be continuing (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 Indebtednesswould result therefrom).

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) as long as no Event payments in respect of Default then exists or would arise therefromthe Obligations, (b) regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or 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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, 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 (but excluding on account of any Subordinated Indebtedness) as long as the Adjusted Payment Conditions are satisfied, and (e) any Permitted Amendment/Refinancings of such any Indebtedness, (f) payments with respect to Term Loan Facility Indebtedness, and (g) the conversion of any Indebtedness 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 the 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 prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties)Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, or make any payment of Indebtedness owed to Holdings except (a) as long as no Default or Event of Default then exists or would arise therefromexists, regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) Permitted Indebtedness (other than Subordinated IndebtednessIndebtedness and Indebtedness owed to Holdings), (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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments and prepayments of Subordinated Indebtedness in accordance with the subordination terms thereof, and (diii) Permitted Indebtedness owed to Holdings if, after giving effect thereto, the Payment Conditions are satisfied, (b) voluntary prepayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) Permitted Indebtedness (but excluding on account of any Subordinated Indebtedness) as long as the Payment Conditions are satisfied, (ii) Subordinated Indebtedness in accordance with the subordination terms thereof and as long as the Payment Conditions are satisfied, (c) Permitted Refinancings of any such Indebtedness, and (ed) any Permitted Amendment/Refinancings voluntary prepayments of such Indebtednessthe outstanding amount of the Term Loan in whole or in part as long as the RP Conditions are satisfied.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties)incurred hereunder, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) Mandatory Term Loan Prepayments, (b) as long as no Default or Event of Default then exists or would arise therefromexists, regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) 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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments and prepayments of Subordinated Indebtedness in accordance with the subordination terms thereofthereof or the applicable subordination agreement relating thereto, (dc) voluntary prepayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) Permitted Indebtedness (but excluding on account of any Subordinated Indebtedness) as long as the Payment Conditions are satisfied, and (eii) any Subordinated Indebtedness in accordance with the subordination terms thereof or the applicable subordination agreement relating thereto, and as long as the Payment Conditions are satisfied, and (d) Permitted Amendment/Refinancings of any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) as long as no Event payments in respect of Default then exists or would arise therefromthe Obligations, (b) regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or 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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, 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 (but excluding on account of any Subordinated Indebtedness) as long as the Payment Conditions are satisfied, and (e) any Permitted Amendment/Refinancings of such 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.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties)Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, or make any payment of Indebtedness owed to Holdings except (a) as long as no Default or Event of Default then exists or would arise therefromexists, regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) Permitted Indebtedness (other than Subordinated IndebtednessIndebtedness and Indebtedness owed to Holdings), (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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments and prepayments of Subordinated Indebtedness in accordance with the subordination terms thereof, and (diii) Permitted Indebtedness owed to Holdings if, after giving effect thereto, the Payment Conditions are satisfied, (b) voluntary prepayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) Permitted Indebtedness (but excluding on account of any Subordinated Indebtedness) as long as the Payment Conditions are satisfied, and (eii) any Subordinated Indebtedness in accordance with the subordination terms thereof and as long as the Payment Conditions are satisfied, (c) Permitted Amendment/Refinancings of any such IndebtednessIndebtedness and (d) voluntary prepayments of the outstanding amount of the Term Loan (as defined in the 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 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 Permitted (1) Subordinated Indebtedness (or any other than Indebtedness secured by a Lien that is junior in priority to the Lien securing the Obligations or Indebtedness between Loan Parties)is unsecured, or make (2) any payment in violation of any subordination terms of any Subordinated IndebtednessMaterial Indebtedness (including, without limitation, the Term Loan Obligations), except (a) as so long as no Event Change of Default then exists or Control would arise result therefrom, regularly scheduled the conversion (or mandatory repaymentsexchange) of any Indebtedness to, repurchasesor the payment of any Indebtedness from the proceeds of the issuance of, redemptions, defeasances or other satisfaction of Permitted Indebtedness (other than Subordinated Indebtedness)Equity Interests, (b) as voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness in an amount equal to the sum of (x) $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 is continuing, voluntary prepayments, redemptions, repurchases, defeasances or other satisfaction of Permitted Indebtedness (but excluding any payment in violation of the subordination terms of any Subordinated Indebtedness) (iz) in an amount less than $6,000,000 in unlimited amounts provided the aggregate during the Availability Period as long as the Availability Condition is Payment Conditions are then satisfied, (c) payment or prepayment of Indebtedness owed to (iix) constituting intercompany Indebtedness owing by the Lead Borrower or any Restricted Subsidiary that is a Loan Party to 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, (2) such payment is made by a Restricted Subsidiary that is not a Loan Party or (3) after giving effect to such payment or prepayment, clauses (a) and (b)(x)(i) of the Payment Conditions will be satisfied, (d) prepayment of Permitted Indebtedness of the type set forth in clause (c) of the definition thereof, (e) prepayment of Permitted Indebtedness of the type set forth in clause (g) of the definition thereof, so long as an amount equal to such amount prepaidprepayment is made within ninety (90) days following the date of the consummation of the applicable Permitted Acquisition, redeemed, purchased and (f) Permitted Refinancings of any such Indebtedness; provided that any payments or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments and prepayments of Subordinated Indebtedness Debt hereunder shall be made 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) as long as the Payment Conditions are satisfied, and (e) any Permitted Amendment/Refinancings of such Indebtednessapplicable thereto.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties)manner, or make any payment in violation of any subordination terms of, any subordinated, unsecured or junior secured Indebtedness (collectively, the “Junior Indebtedness”) (it being understood that payments of any Subordinated Indebtednessregularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except (a) as except, in each case, so long as no Event of Default then exists or would arise therefrom, regularly scheduled or mandatory repayments, repurchases, redemptions, defeasances or other satisfaction of Permitted Indebtedness (other than Subordinated Indebtedness), (b) as long as no Event of Default has occurred and is continuingcontinuing or would be caused thereby, voluntary (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, repurchases, defeasances purchases or other satisfaction of Permitted payments made to satisfy Junior Indebtedness (but excluding any payment not in violation of the any subordination terms of any Subordinated Indebtedness) (iin respect thereof) in an amount less than not to exceed the sum of (1) the greater of $6,000,000 in 35,000,000 and 1.25% of Consolidated Total Assets of the aggregate during the Availability Period as Borrower plus (2) so 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 so long Consolidated Leverage Ratio of the Borrower calculated as an amount equal to such amount prepaid, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with of the last day of the most recently ended Fiscal Quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other satisfactionpayment after giving pro forma effect to such prepayment, (c) as long as no Event of Default then existsredemption, repayments and prepayments of Subordinated Indebtedness in accordance with the subordination terms thereof, (d) voluntary prepayments, repurchases, redemptions, defeasances repurchase or other satisfaction payment as if it had occurred on such last day or such date (as applicable) would be less than 3.25:1.00, an amount not to exceed the Borrower Retained ECF Amount at the time of Permitted Indebtedness the making of such prepayment, redemption, repurchase or other payment plus (but excluding on account of any Subordinated Indebtedness) as long as the Payment Conditions are satisfied, and (e3) any Permitted Amendment/Refinancings of such IndebtednessNet Equity Proceeds.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than (i) the Obligations or Obligations, (ii) Indebtedness between non-Loan Parties, (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 (a) as long as no Event of Default then exists or would arise therefrom, regularly scheduled or mandatory repayments, repurchases, redemptions, defeasances or 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 subordination terms of any Subordinated Indebtedness) (i) in an amount less than $6,000,000 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 so long as an amount equal to such amount prepaid, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfactionParty, (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 IndebtednessIndebtedness (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 Indebtednessprepayment of the Indebtedness under the Term Loan Credit Agreement pursuant to this clause (f), (i) no Default or Event of Default then exists or would arise as a result of the making of any such payment and (ii) the Availability Condition is satisfied and evidence thereof reasonably satisfactory to the Agents has been delivered to the Administrative Agent.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) as long as no Event of Default then exists or would arise therefrom, regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) 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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments and prepayments of 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), (db) voluntary prepayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) Permitted Indebtedness (but excluding on account of any Subordinated Indebtedness) 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 as long as the Payment Conditions are satisfied, and (eiii) any the Intercompany Subordinated Indebtedness as long as the RP Conditions are satisfied; and (c) Permitted Amendment/Refinancings of any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties)Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) )[ as long as no Default or Event of Default then exists or would arise therefrom, exists,] regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) Permitted Indebtedness (other than Subordinated Indebtedness)[ and], (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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments and prepayments of Subordinated Indebtedness in accordance with the subordination terms thereof, and (diii) Permitted Real Estate Indebtedness (b) voluntary prepayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) Permitted Indebtedness (but excluding on account of any Subordinated Indebtedness) as long as the Payment Conditions are satisfied[ and], (ii) Subordinated Indebtedness in accordance with the subordination terms thereof and as long as the Payment Conditions are satisfied, (iii) Permitted Real Estate Indebtedness as long as the Payment Conditions are satisfied and (eiv) any Indebtedness (other than Subordinated Indebtedness in violation of any subordination terms with respect thereto) so long Unrestricted Cash Payment Conditions are satisfied on the date such payment is paid and such payment is paid solely from Unrestricted Cash and (c) Permitted Amendment/Refinancings of any such Indebtedness.. Nothing herein shall preclude the Borrower from prepaying or otherwise satisfying the Obligations hereunder pursuant to Section 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. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties)Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) as long as no Default or Event of Default then exists or would arise therefromexists, regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) 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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments and prepayments of Subordinated Indebtedness in accordance with the subordination terms thereofthereof or the applicable subordination agreement relating thereto, (db) voluntary prepayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) Permitted Indebtedness (but excluding on account of any Subordinated Indebtedness) as long as the either Payment Conditions or Investment and RP Conditions are satisfied, and (eii) any 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 Amendment/Refinancings of 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 made substantially simultaneously with proceeds of Equity Interests issued by Borrower.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise 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 Permitted (1) Subordinated Indebtedness (or any other than Indebtedness secured by a Lien that is junior in priority to the Lien securing the Obligations or Indebtedness between Loan Parties)is unsecured, or make (2) any payment in violation of any subordination terms of any Subordinated IndebtednessMaterial Indebtedness (including, without limitation, the Term Loan Obligations), except (a) as so long as no Event Change of Default then exists or Control would arise result therefrom, regularly scheduled the conversion (or mandatory repaymentsexchange) of any Indebtedness to, repurchasesor the payment of any Indebtedness from the proceeds of the issuance of, redemptions, defeasances or other satisfaction of Permitted Indebtedness (other than Subordinated Indebtedness)Equity Interests, (b) as voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness in an amount equal to the sum of (x) $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 is continuing, voluntary prepayments, redemptions, repurchases, defeasances or other satisfaction of Permitted Indebtedness (but excluding any payment in violation of the subordination terms of any Subordinated Indebtedness) (iz) in an amount less than $6,000,000 in unlimited amounts provided the aggregate during the Availability Period as long as the Availability Condition is Payment Conditions are then satisfied, (c) payment or prepayment of Indebtedness owed to (iix) constituting intercompany Indebtedness owing by the Lead Borrower or any Restricted Subsidiary that is a Loan Party to 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, (2) such payment is made by a Restricted Subsidiary that is not a Loan Party or (3) after giving effect to such payment or prepayment, clauses (a) and (b)(x)(i) of the Payment Conditions will be satisfied, (d) prepayment of Permitted Indebtedness of the type set forth in clause (c) of the definition thereof, (e) prepayment of Permitted Indebtedness of the type set forth in clause (g) of the definition thereof, so long as an amount equal to such amount prepaidprepayment is made within ninety (90) days following the date of the consummation of the applicable Permitted Acquisition, redeemed, purchased and (f) Permitted Refinancings of any such Indebtedness; provided that any payments or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments and prepayments of Subordinated Indebtedness Debt hereunder shall be made 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) as long as the Payment Conditions are satisfied, and (e) any Permitted Amendment/Refinancings of such Indebtedness.applicable thereto. 116

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Indebtednessfor borrowed money, except (a) (i) as long as no Default or Event of Default then exists or would arise therefromexists, regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of Permitted Indebtedness (other than Subordinated Indebtednessthe BoA Facility), (bii) as regularly scheduled payments and mandatory prepayments under the BoA Facility, and so 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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments prepayment and prepayments other repurchases, redemptions or defeasances under the BoA Facility and any Permitted Refinancing thereof, in each case not in violation of Subordinated the Intercreditor Agreement, (b) the purchase, redemption, defeasance or other acquisition or retirement of any Indebtedness of the Borrower or any Subsidiary or of any Equity Interests of the Borrower or any Subsidiary in accordance exchange for, or out of the net cash proceeds of a contribution to the common equity of the Borrower or any Subsidiary, or a substantially concurrent sale of, Equity Interests (other than Disqualified Stock) of the Borrower or any Subsidiary and (c) the purchase, redemption, defeasance or other acquisition or retirement of Indebtedness with the subordination terms thereof, (d) voluntary prepayments, repurchases, redemptions, defeasances or other satisfaction of Permitted Indebtedness (but excluding on account net cash proceeds from an incurrence of any Subordinated Indebtedness) as long as the Payment Conditions are satisfied, and (e) any Permitted Amendment/Refinancings of such IndebtednessRefinancing thereof.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties)Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) as long as no Event payments in respect of Default then exists or would arise therefromthe Obligations, (b) regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) 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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments and prepayments of Subordinated Indebtedness in accordance with the subordination terms thereofthereof or the applicable subordination agreement relating thereto, (dc) voluntary prepayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) Permitted Indebtedness (but excluding on account of any Subordinated Indebtedness) as long as as, on the date of any such prepayment, repurchase, redemption or defeasance, and after giving effect thereto, each of the Payment Conditions are is satisfied, and (eii) Subordinated Indebtedness in accordance with the subordination terms thereof or the applicable subordination agreement relating thereto, and as long as on the date of any such prepayment, repurchase, redemption or defeasance, and after giving effect thereto, each of the Payment Conditions is satisfied, and (d) Permitted Amendment/Refinancings of any such Indebtedness.. Section 7.08 Change in Nature of Business (a) In the case of the Parent, engage in any business or activity other than (i) the direct or indirect ownership of all outstanding Equity Interests in the other Loan Parties, (ii) maintaining its corporate existence, (iii) participating in tax, accounting and other administrative activities as the parent of the consolidated group of companies, including the Loan Parties, (iv) the execution and delivery of the Loan Documents to which it is a party and the performance of its obligations thereunder, and (v) activities incidental to the businesses or activities described in clauses (i) through (iv) of this Section 7.08(a). (b) In the case of IPCo, engage in any business or activity other than the ownership and licensing of Intellectual Property and other related intangible assets to Loan Parties and activities incidental to such ownership and licensing. (c) In the case of each of the Loan Parties, engage in any line of business substantially different from the Business conducted by the Loan Parties and their Subsidiaries on the Closing Date or any business substantially related or incidental thereto. Section 7.09 Transactions with Affiliates or Related Parties. Enter into, renew, extend or be a party to any transaction of any kind with any Affiliate or Related Party of any Loan Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Loan Parties or such Subsidiary as would be obtainable by the Loan Parties or such -126- 6245414.1

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties)Indebtedness, or make any payment in violation of any subordination terms of any Subordinated IndebtednessDebt, except (a) as long as no Event of Default then exists or would arise result therefrom, regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of Permitted Indebtedness (other than Subordinated IndebtednessDebt), (b and other than the Term Loan Obligations), (b) regularly scheduled payments of principal (including regularly scheduled redemptions in respect of amortization payments thereon). Mandatory Term Loan Prepayments and interest owing under the Term Documents (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 effect on the subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfactionSecond Amendment Effective Date), (c) as long as no Event certain intercompany loans and advances between Borrowers and Guarantor to the extent mutually agreed by the Lead Borrower and the Administrative Agent, including without limitation advances made to the Guarantor for payment of Default then exists, repayments and prepayments of Subordinated Indebtedness in accordance with the subordination terms thereofTaxes, (dcd) voluntary prepayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of Permitted Indebtedness (but excluding on account of any Subordinated IndebtednessDebt), (d) as payments with respect to the Trade Credit, (e) the reimbursement of expenses of SEP SWH Holdings, L.P. and its Affiliates pursuant to the Management Reimbursement Agreemente) so long as the Payment Conditions are shall have been satisfied, voluntary prepayments of principal with respect to the Term Loan Obligations, (f) so long as the Payment Conditions shall have been satisfied, payments and prepayments of interest and principal with respect to Subordinated Debt, and (eg) any Permitted Amendment/Refinancings refinancings and refundings of such Indebtedness.Indebtedness in compliance with Section 7.03.20

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties)Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) as long as no Default or Event of Default then exists or would arise therefromexists, regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) 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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments and prepayments of Subordinated Indebtedness in accordance with the subordination terms thereofthereof or the applicable subordination agreement relating thereto, (db) voluntary prepayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) Permitted Indebtedness (but excluding on account of any Subordinated Indebtedness) as long as the Payment Conditions are satisfied, and (eii) any Subordinated Indebtedness in accordance with the subordination terms thereof or the applicable subordination agreement relating thereto, and as long as the Payment Conditions are satisfied, (c) payment of the Earnout Consideration (as defined in the Etailz Acquisition Agreement), as and when due pursuant to the Etailz Acquisition Agreement; provided that the sole source of payment shall be the funds maintained in escrow as the Earnout Escrow Amount with the Escrow Agent (as each such term is defined in the Etailz Acquisition Agreement), and (d) Permitted Amendment/Refinancings of any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties)Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) as long as no Default or Event of Default then exists or would arise therefromexists, regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) 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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments and prepayments of Subordinated Indebtedness in accordance with the subordination terms thereofthereof or the applicable subordination agreement relating thereto, (db) voluntary prepayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) Permitted Indebtedness (but excluding on account of any Subordinated Indebtedness) as long as the either Payment Conditions or Investment and RP Conditions are satisfied, and (eii) any 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 Amendment/Refinancings of 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 made substantially simultaneously with proceeds of Equity Interests issued by Borrower.

Prepayments of Indebtedness. PrepayThe Company will not, redeemand will not permit any Subsidiary to, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in if any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) as long as no Event of Default then exists or would arise therefrom, regularly scheduled or mandatory repayments, repurchases, redemptions, defeasances or other satisfaction of Permitted Indebtedness (other than Subordinated Indebtedness), (b) as long as no Event of Default has occurred and is continuingcontinuing or would be directly or indirectly caused as a result thereof, voluntary prepayments, redemptions, repurchases, defeasances (a) amend or other satisfaction of Permitted Indebtedness modify (but excluding or permit the amendment or modification of) any payment in violation of the subordination terms of any Subordinated 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 have 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 a breach of Section 10.6 or any Additional Covenant.Section 8.2(b) (iincluding prepayments of the 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, including 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 the Company prepays the outstanding amounts under each of the Series A Notes and the Series B Notes in an amount less than $6,000,000 in based upon the aggregate during Initial Sharing Percentage with respect to the Availability Period as long as Obligations of the Availability Condition is satisfied, or (ii) constituting intercompany Indebtedness owing by a Loan Party to any Subsidiary that is not a Loan Party so long as an principal amount equal to such amount prepaid, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (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) as long as the Payment Conditions are satisfied, and (e) any Permitted Amendment/Refinancings of such Indebtednessprepayments.

Prepayments of Indebtedness. PrepayNeither Holdings nor any of its Restricted Subsidiaries shall prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties)manner, or make any payment in violation of any subordination terms of of, any Subordinated Indebtedness, except (a) as long as no Event of Default then exists or would arise therefromthe payment, regularly scheduled or mandatory repaymentsprepayment, repurchasesredemption, redemptionspurchase, defeasances defeasance or other satisfaction of (i) Loans in accordance with the terms of this Agreement, (ii) any Indebtedness ranking pari passu with the Loans, (iii) any Indebtedness payable to any Borrower, (iv) regularly scheduled repayments or redemptions of Permitted Indebtedness or any mandatory offers to repay, prepay, redeem or purchase Permitted Indebtedness (other than Subordinated Indebtednesssubject to clause (vi) below), (bv) any obligations in respect of any Securitization Transactions, (vi) any Permitted Indebtedness in connection with any 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 Event of Specified Default has occurred and is continuingcontinuing and (y) after giving pro forma effect thereto, voluntary prepayments, redemptions, repurchases, 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 $6,000,000 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 so long as an amount equal to such amount prepaid, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (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) as long as the Payment Conditions are shall have been satisfied, and (e) any Permitted Amendment/Refinancings of such Indebtedness.

Prepayments of Indebtedness. PrepayNeither Holdings nor any of its Restricted Subsidiaries shall prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties)manner, or make any payment in violation of any subordination terms of of, any Subordinated Indebtedness, except (a) as long as no Event of Default then exists or would arise therefromthe payment, regularly scheduled or mandatory repaymentsprepayment, repurchasesredemption, redemptionspurchase, defeasances defeasance or other satisfaction of (a) Loans in accordance with the terms of this Agreement, (a) any Indebtedness ranking pari passu with the Loans, (a) any Indebtedness payable to any Borrower, (a) regularly scheduled repayments or redemptions of Permitted Indebtedness or any mandatory offers to repay, prepay, redeem or purchase Permitted Indebtedness (other than Subordinated Indebtednesssubject to clause (f) below), (ba) any obligations in respect of any Securitization Transactions, (a) any Permitted Indebtedness in connection with 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 Event of Specified Default has occurred and is continuingcontinuing and (y) after giving pro forma effect thereto, voluntary prepayments, redemptions, repurchases, 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 $6,000,000 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 so long as an amount equal to such amount prepaid, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (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) as long as the Payment Conditions are shall have been satisfied, and (ea) any Permitted Amendment/Refinancings Subordinated Indebtedness by exchange for, or out of such Indebtedness.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. PrepayNeither the Company nor any of its Restricted Subsidiaries shall prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled 165 maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties)manner, or make any payment in violation of any subordination terms of of, any Subordinated Indebtedness, except (a) as long as no Event of Default then exists or would arise therefromthe payment, regularly scheduled or mandatory repaymentsprepayment, repurchasesredemption, redemptionspurchase, defeasances defeasance or other satisfaction of (collectively, “Permitted Indebtedness Payments”): (other than Subordinated Indebtedness)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) any Indebtedness so long as at such time, (x) both before and after giving effect to any such Permitted Payment, no Event of Specified Default has occurred and is continuingcontinuing and (y) after giving pro forma effect thereto, voluntary prepaymentsthe Payment Conditions shall have been satisfied, redemptions(j) any Subordinated Indebtedness by exchange for, repurchases, defeasances or other satisfaction of Permitted Indebtedness (but excluding any payment in violation out of the subordination terms net cash proceeds of, a substantially concurrent issue and sale of any Subordinated 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) $350,000,000 and (B) 10% of Consolidated Tangible Assets as of the date of any such Permitted Payment and (ii) the aggregate amount of Permitted Payments made pursuant to this clause (k), together with the aggregate amount of all Investments made in an reliance on clause (s) of the definition of the term “Permitted Investments”, the aggregate amount less than 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 $6,000,000 500,000,000 in the aggregate during the Availability Period 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 long as the Availability Condition is satisfieda result of a Change of Control or an asset disposition, or (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 at such amount prepaid, redeemed, purchased time no Default or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments shall have occurred and prepayments of Subordinated Indebtedness in accordance with the subordination terms thereof, be continuing (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 Indebtednesswould result therefrom).

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) as long as no Default or Event of Default then exists or would arise therefromexists, regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) 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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments and prepayments of Subordinated Indebtedness in accordance with the subordination terms thereof, (db) voluntary prepayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) Permitted Indebtedness (but excluding on account of any Subordinated Indebtedness) as long as the Payment Conditions are satisfied, and (eii) any Subordinated Indebtedness in accordance with the subordination terms thereof and as long as the Payment Conditions are satisfied, and (c) Permitted Amendment/Refinancings of any such Indebtedness.. 111

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties)Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) as long as no Event of Default then exists or would arise therefromand is continuing, regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of Permitted Indebtedness (other than Subordinated Indebtedness), (b) as long as no Event of Default has occurred then exists and is continuing, voluntary prepayments, redemptions, repurchases, 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 $6,000,000 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 so long as an amount equal to such amount prepaid, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments and prepayments of Subordinated Indebtedness (other than Parent Indebtedness) in accordance with the subordination terms thereof, (c)(i) as long as the Tier 1 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 (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 in accordance with the subordination terms thereof, (d) voluntary prepayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of Permitted Indebtedness (but excluding on account of any Subordinated Indebtedness) as long as the Tier I Payment Conditions are satisfied, and (e) any Permitted Amendment/Refinancings refinancings and refundings of such IndebtednessIndebtedness in compliance with Section 7.02(e).

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) as long as no Event payments in respect of Default then exists or would arise therefromthe Obligations, (b) regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or 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 each case subject to the terms of the subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfactionapplicable Intercreditor Agreement, (c) as long as no Event of Default then exists, repayments and or prepayments of Subordinated Indebtedness in accordance with and subject to the subordination terms thereofthereof (which subordination terms may include prohibitions on prepayments of such Subordinated Indebtedness), (d) voluntary prepayments[reserved], repurchases(e) Permitted Refinancings of any Indebtedness to the extent permitted pursuant to Section 7.03, redemptions(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, defeasances or the issuance or other satisfaction 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 and which repayment is made substantially concurrent with the receipt of such proceeds, (g) repayments and prepayments of Indebtedness incurred pursuant to clauses (b), (c), (d), (e), (f) (subject to the terms thereof), (j), (n), (o), (p), (q), (s), or (w) of the definition of Permitted Indebtedness and, 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 repayment or prepayment, the Liquidity Condition has been satisfied, clause (but excluding on account u) of the definition of Permitted Indebtedness, in each case subject to the terms of the Intercreditor Agreement or subordination agreement applicable to any Subordinated such Indebtedness, (h) as long as payments in respect of the Payment Conditions are satisfiedABL Facility Indebtedness subject to the terms of the Intercreditor Agreement, and (ei) any repayments and prepayments of Indebtedness in accordance with and subject to the terms thereof in an aggregate amount not to exceed (i) $25,000,000 (less the sum of (x) the aggregate amount of outstanding Investments made pursuant to clause (cc)(i) of the definition of Permitted Amendment/Refinancings Investments and (y) the aggregate amount of Restricted Payments made pursuant to Section 7.06(k)(i)) plus (ii) the portion, if any, of the Cumulative Credit on such Indebtednessdate that the Borrowers elect to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of the Lead Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided, that each of the following conditions is satisfied: (i) no Event of Default has occurred or is continuing or would result therefrom, (ii) as to the Cumulative Credit, the pro forma Total Net Leverage Ratio is no greater than 3.00:1.00 and (iii) immediately after giving effect to such repayment or prepayment the Liquidity Condition has been satisfied.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties)Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) as long as no Event of Default then exists or would arise therefrom, regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) 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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments and prepayments of Subordinated Indebtedness in accordance with the subordination terms thereofthereof or the applicable subordination agreement relating thereto, (db) voluntary prepayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) Permitted Indebtedness (but excluding on account of any Subordinated Indebtedness) ), provided, that, as long as of the date of any such prepayment, repurchase, redemption or defeasance, and after giving effect thereto, each of the Payment Conditions are is satisfied, and (eii) Subordinated Indebtedness in accordance with the subordination terms thereof or the applicable subordination agreement relating thereto, provided, that, as of the date of any Permitted Amendment/Refinancings such prepayment, repurchase, redemption or defeasance, and immediately after giving effect thereto, each of the Payment Conditions is satisfied, and (c) prepayment of such Indebtedness.Indebtedness with the proceeds of the Permitted Refinancing thereof. 104

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties)manner, or make any payment in violation of any subordination terms of, any subordinated, unsecured or junior secured Indebtedness (collectively, the “Junior Indebtedness”) (it being understood that payments of any Subordinated Indebtednessregularly scheduled interest and principal shall be permitted to the extent not expressly prohibited by the subordination provisions applicable thereto, except (a) as if any), except, in each case, so long as no Event of Default then exists or would arise therefrom, regularly scheduled or mandatory repayments, repurchases, redemptions, defeasances or other satisfaction of Permitted Indebtedness (other than Subordinated Indebtedness), (b) as long as no Event of Default has occurred and is continuingcontinuing or would be caused thereby, voluntary (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, repurchases, defeasances purchases or other satisfaction of Permitted payments made to satisfy Junior Indebtedness (but excluding any payment not in violation of the any subordination terms of any Subordinated Indebtedness) (iin respect thereof) in an amount less than not to exceed the sum of (1) the greater of $6,000,000 in 180,000,000 and 2.50% of Consolidated Total Assets of the aggregate during the Availability Period as Borrower plus (2) so long as the Availability Condition is satisfiedpro forma Consolidated Leverage Ratio would be less than 6.25:1.00, or (ii) constituting intercompany Indebtedness owing by a Loan Party to any Subsidiary that is not a Loan Party so long as an amount equal not to such amount prepaid, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with exceed the Borrower Retained ECF Amount at the time of the making of such prepayment, redemption, purchase repurchase or other satisfactionpayment 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 such issuance or sale (cafter taking into account any available tax credit or deductions and any tax sharing arrangements)) as to be applied to such prepayment, redemption, repurchase or other payment so long as no Event of Default then exists, repayments the Senior Secured Leverage Ratio would be less than 3.00:1.00 plus (4) any Net Equity Proceeds and prepayments of Subordinated Indebtedness in accordance with the subordination terms thereof, (d) voluntary prepayments, repurchasesredemptions or purchases of, redemptions, defeasances or other satisfaction of Permitted payments made to refinance or repay, the Indebtedness (but excluding on account of any Subordinated Indebtedness) as long as outstanding under the Payment Conditions are satisfied, and (e) any Permitted Amendment/Refinancings of such IndebtednessBridge Facility Agreement.

Prepayments of Indebtedness. PrepayNeither the Company nor any of its Restricted Subsidiaries shall prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties)manner, or make any payment in violation of any subordination terms of of, any Subordinated Indebtedness, except (a) as long as no Event of Default then exists or would arise therefromthe payment, regularly scheduled or mandatory repaymentsprepayment, repurchasesredemption, redemptionspurchase, defeasances defeasance or other satisfaction of (collectively, “Permitted Indebtedness Payments”): (other than Subordinated Indebtedness)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) any Indebtedness so long as at such time, (x) both before and after giving effect to any such Permitted Payment, no Event of Specified Default has occurred and is continuingcontinuing and (y) after giving pro forma effect thereto, voluntary prepaymentsthe Payment Conditions shall have been satisfied, redemptions(j) any Subordinated Indebtedness by exchange for, repurchases, defeasances or other satisfaction of Permitted Indebtedness (but excluding any payment in violation out of the subordination terms net cash proceeds of, a substantially concurrent issue and sale of any Subordinated 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) $375,000,000 and (B) 10% of Consolidated Tangible Assets as of the date of any such Permitted Payment and (ii) the aggregate amount of Permitted Payments made pursuant to this clause (k), together with the aggregate amount of all Investments made in an reliance on clause (s) of the definition of the term “Permitted Investments”, the aggregate amount less than 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 $6,000,000 600,000,000 in the aggregate during the Availability Period 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 long as the Availability Condition is satisfieda result of a Change of Control or an asset disposition, or (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 at such amount prepaid, redeemed, purchased time no Default or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments shall have occurred and prepayments of Subordinated Indebtedness in accordance with the subordination terms thereof, be continuing (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 Indebtednesswould result therefrom).

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Junior Indebtedness, except (a) as long as no Event of Default then exists or would arise therefrom, regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) 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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments and prepayments of 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), (db) voluntary prepayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) Permitted Indebtedness (but excluding on account of any Subordinated Indebtedness) 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 as long as the Payment Conditions are satisfied, and (eiii) any the Intercompany Subordinated Indebtedness as long as the RP Conditions are satisfied[reserved]; and (c) Permitted Amendment/Refinancings of any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise 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 Permitted Indebtedness of the type described in clause (other than a) of the Obligations or Indebtedness between Loan Parties)definition thereof, or make any payment cash payments 111 upon the settlement, conversion, termination or otherwise in violation of connection with any subordination terms of any Subordinated Permitted Convertible Indebtedness, except for the following: (a) as long as no Event of Default then exists or would arise therefrom, regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) Permitted Indebtedness (other than Subordinated Indebtedness), (bii) 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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments and prepayments of Subordinated Indebtedness (other than the Growth Capital Subordinated Indebtedness) in accordance with the subordination terms thereofthereof or the applicable subordination agreement relating thereto, and (d) voluntary prepayments, repurchases, redemptions, defeasances or other satisfaction of Permitted Indebtedness (but excluding on account of any Subordinated Indebtednessiii) 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 Payment Conditions are satisfied (i) voluntary prepayments, repurchases, redemptions or defeasances of: (A) Permitted Indebtedness (other than Subordinated Indebtedness and 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 principal and interest and other payments of any Indebtedness with the proceeds of a Permitted Amendment/Refinancings Refinancing thereof or by exchange or conversion to Equity Interests of Lead Borrower substantially contemporaneously therewith (other than Disqualified Stock) as well as cash payment, in lieu of issuance of fractional shares in connection therewith; provided that, with respect to a refinancing of any Subordinated Indebtedness, such Indebtedness.refinancing shall also be in accordance with the subordination terms thereof or the applicable subordination agreement relating thereto; (f) so long as no Default or Event of Default then exists or would result therefrom, cash settlement upon any conversion of Permitted Convertible Indebtedness in accordance with 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 prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties)Indebtedness, or make any payment in violation respect of any subordination terms of the Term Loan Debt, any of the Subordinated Indebtedness or any other Material Indebtedness, except except: (a) as long as no Event of Default then exists or would arise therefrom, regularly scheduled or mandatory repaymentsrepayments (including repayments required as a result of a Permitted Disposition), repurchases, redemptions, redemptions or defeasances or other satisfaction of Permitted Indebtedness (other than Subordinated Indebtedness), 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 be used to make any such mandatory payment unless, after giving effect to any such payment, on a pro forma basis using the most recent calculation of the Borrowing Base immediately prior to any such payment, the Excess Availability shall be not less than twenty-two and one-half percent (22.5%) of the Aggregate Commitments, (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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments and prepayments of Subordinated Indebtedness in accordance with the 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, (dc) voluntary prepayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of Permitted Indebtedness (but excluding on account of any Subordinated IndebtednessIndebtedness except to the extent permitted under the subordination provisions applicable thereto) as so long as (i) each of the Payment Conditions are 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 (ed) any Permitted Amendment/Refinancings refinancings and refundings of such IndebtednessIndebtedness to the extent permitted hereunder.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Indebtednessfor borrowed money, except (a) (i) as long as no Default or Event of Default then exists or would arise therefromexists, regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of Permitted Indebtedness (other than Subordinated Indebtednessthe Second Lien Facility), (bii) as (x) regularly scheduled payments and mandatory prepayments under the Second Lien Facility and any Permitted Refinancing thereof, (y) so 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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments prepayments and prepayments other repurchases, redemptions or defeasances of Subordinated 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 purchase, redemption, defeasance or other acquisition or retirement of any Indebtedness of the Borrower or any Subsidiary or of any Equity Interests of the Borrower or any Subsidiary in accordance exchange for, or out of the net cash proceeds of a contribution to the common equity of the Borrower or any Subsidiary, or a substantially concurrent sale of, Equity Interests (other than Disqualified Stock) of the Borrower or any Subsidiary and (c) the purchase, redemption, defeasance or other acquisition or retirement of Indebtedness with the subordination terms thereof, (d) voluntary prepayments, repurchases, redemptions, defeasances or other satisfaction of Permitted Indebtedness (but excluding on account net cash proceeds from an incurrence of any Subordinated Indebtedness) as long as the Payment Conditions are satisfied, and (e) any Permitted Amendment/Refinancings of such IndebtednessRefinancing thereof.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties)Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) as long as no Event payment in respect of Default then exists or would arise therefrom, regularly scheduled or mandatory repayments, repurchases, redemptions, defeasances or other satisfaction of Permitted Indebtedness (other than Subordinated Indebtedness)the Obligations, (b) as long as no Event of Default has occurred and is continuingthen exists, voluntary prepayments, redemptionsregularly scheduled or mandatory repayments, repurchases, redemptions or defeasances or other satisfaction of Permitted Indebtedness (but excluding any payment in violation of the subordination terms of any other than 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction), (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, redemptions or defeasances or other satisfaction of Permitted Indebtedness (but excluding on account any payment in violation of any subordination terms of any Subordinated Indebtedness) as long as either (i) the Payment Conditions are satisfiedsatisfied 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 (ef) any Permitted Amendment/Refinancings refinancings and refundings of such IndebtednessIndebtedness to the extent permitted hereunder.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties)Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) as long as no Event of Default then exists or would arise therefrom, regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) 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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments and prepayments of Subordinated Indebtedness in accordance with the subordination terms thereofthereof or the applicable subordination agreement relating thereto, (db) voluntary prepayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) Permitted Indebtedness (but excluding on account of any Subordinated Indebtedness) ), provided, that, as long as of the date of any such prepayment, repurchase, redemption or defeasance, and after giving effect thereto, each of the Payment Conditions are is satisfied, and (eii) Subordinated Indebtedness in accordance with the subordination terms thereof or the applicable subordination agreement relating thereto, provided, that, as of the date of any Permitted Amendment/Refinancings such prepayment, repurchase, redemption or defeasance, and after giving effect thereto, each of the Payment Conditions is satisfied, and (c) prepayment of such IndebtednessIndebtedness with the proceeds of the Permitted Refinancing thereof.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Indebtednessfor borrowed money, except (a) (i) as long as no Default or Event of Default then exists or would arise therefromexists, regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of Permitted Indebtedness (other than Subordinated Indebtednessthe Second Lien Facility), (bii) as regularly scheduled payments and mandatory prepayments under the Second Lien Facility and, so 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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments prepayments and prepayments other repurchases, redemptions or defeasances of Subordinated the Second Lien Facility and any Permitted Refinancing thereof, in each case not in violation of the Second Lien Intercreditor Agreement, (b) the purchase, redemption, defeasance or other acquisition or retirement of any Indebtedness of the Borrower or any Subsidiary or of any Equity Interests of the Borrower or any Subsidiary in accordance exchange for, or out of the net cash proceeds of a contribution to the common equity of the Borrower or any Subsidiary, or a substantially concurrent sale of, Equity Interests (other than Disqualified Stock) of the Borrower or any Subsidiary and (c) the purchase, redemption, defeasance or other acquisition or retirement of Indebtedness with the subordination terms thereof, (d) voluntary prepayments, repurchases, redemptions, defeasances or other satisfaction of Permitted Indebtedness (but excluding on account net cash proceeds from an incurrence of any Subordinated Indebtedness) as long as the Payment Conditions are satisfied, and (e) any Permitted Amendment/Refinancings of such IndebtednessRefinancing thereof.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties)Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) (i) as long as no Event of Default then exists or would arise result therefrom, regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of Permitted Indebtedness (other than Equity Incentive Plan Indebtedness and Subordinated Indebtedness), (bii) as so long as no Event Change of Default has occurred Control would result therefrom, regularly scheduled or mandatory repayments, redemptions or defeasances of Equity Incentive Plan Indebtedness, in each case, payable solely in Equity Interests of the Parent and is continuingin no event shall the Loan Parties make any payments in cash with respect to such Equity Incentive Plan Indebtedness, voluntary prepayments, redemptionsand (iii) regularly scheduled or mandatory repayments, repurchases, redemptions or 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 $6,000,000 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 so long as an amount equal to such amount prepaid, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (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 thereof or other satisfaction of Permitted Indebtedness (but excluding on account of any Subordinated Indebtedness) as long as the Payment Conditions are satisfiedapplicable subordination agreement related thereto, and (eb) any Permitted Amendment/Refinancings of any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties)Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) as long as no Default or Event of Default then exists or would arise therefromexists, regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) 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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments and prepayments of Subordinated Indebtedness in accordance with the subordination terms thereofthereof or the applicable subordination agreement relating thereto, (db) voluntary prepayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) Permitted Indebtedness (but excluding on account of any Subordinated Indebtedness) as long as the either Payment Conditions or Investment and RP Conditions are satisfied, and (eii) any Subordinated Indebtedness in accordance with the subordination terms thereof or the applicable subordination agreement relating thereto, and as long as either the Payment Conditions or Investment and RP Conditions are satisfied, (c) Permitted Amendment/Refinancings of 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 made substantially simultaneously with proceeds of Equity Interests issued by Borrower.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Indebtednessfor borrowed money, except (a) as long as no Default or Event of Default then exists or would arise therefromexists, regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of Permitted Indebtedness (other than Subordinated Indebtednessthe BoA Facility), (bii) as regularly scheduled payments and mandatory prepayments under the BoA Facility, and so 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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments prepayment and prepayments other repurchases, redemptions or defeasances under the BoA Facility and any Permitted Refinancing thereof, in each case not in violation of Subordinated the Intercreditor Agreement, (b) the purchase, redemption, defeasance or other acquisition or retirement of any Indebtedness of the Borrower or any Subsidiary or of any Equity Interests of the Borrower or any Subsidiary in accordance exchange for, or out of the net cash proceeds of a contribution to the common equity of the Borrower or any Subsidiary, or a substantially concurrent sale of, Equity Interests (other than Disqualified Stock) of the Borrower or any Subsidiary and (c) the purchase, redemption, defeasance or other acquisition or retirement of Indebtedness with the subordination terms thereof, (d) voluntary prepayments, repurchases, redemptions, defeasances or other satisfaction of Permitted Indebtedness (but excluding on account net cash proceeds from an incurrence of any Subordinated Indebtedness) as long as the Payment Conditions are satisfied, and (e) any Permitted Amendment/Refinancings of such IndebtednessRefinancing thereof.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties)Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) as long as no Event of Default then exists or would arise therefrom, regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) 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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments and prepayments of Subordinated Indebtedness in accordance with the subordination terms thereofthereof or the applicable subordination agreement relating thereto, (db) voluntary prepayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) Permitted Indebtedness (but excluding on account of any Subordinated Indebtedness) ), provided, that, as long as of the date of any such prepayment, repurchase, redemption or defeasance, and after giving effect thereto, each of the Payment Conditions are is satisfied, and (eii) Subordinated Indebtedness in accordance with the subordination terms thereof or the applicable subordination agreement relating thereto, provided, that, as of the date of any Permitted Amendment/Refinancings such prepayment, repurchase, redemption or defeasance, and immediately after giving effect thereto, each of the Payment Conditions is satisfied, and (c) prepayment of such Indebtedness.Indebtedness with the proceeds of the Permitted Refinancing thereof. 7.08

Prepayments of Indebtedness. PrepayNeither the Company nor any of its Restricted Subsidiaries shall prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties)manner, or make any payment in violation of any subordination terms of of, any Subordinated Indebtedness, except (a) as long as no Event of Default then exists or would arise therefromthe payment, regularly scheduled or mandatory repaymentsprepayment, repurchasesredemption, redemptionspurchase, defeasances defeasance or other satisfaction of (collectively, “Permitted Indebtedness Payments”): (other than Subordinated Indebtedness)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 176 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) any Indebtedness so long as at such time, (x) both before and after giving effect to any such Permitted Payment, no Event of Specified Default has occurred and is continuingcontinuing and (y) after giving pro forma effect thereto, voluntary prepaymentsthe Payment Conditions shall have been satisfied, redemptions(j) any Subordinated Indebtedness by exchange for, repurchases, defeasances or other satisfaction of Permitted Indebtedness (but excluding any payment in violation out of the subordination terms net cash proceeds of, a substantially concurrent issue and sale of any Subordinated 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) $375,000,000 and (B) 10% of Consolidated Tangible Assets as of the date of any such Permitted Payment and (ii) the aggregate amount of Permitted Payments made pursuant to this clause (k), together with the aggregate amount of all Investments made in an reliance on clause (s) of the definition of the term “Permitted Investments”, the aggregate amount less than 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 $6,000,000 600,000,000 in the aggregate during the Availability Period 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 long as the Availability Condition is satisfieda result of a Change of Control or an asset disposition, or (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 at such amount prepaid, redeemed, purchased time no Default or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments shall have occurred and prepayments of Subordinated Indebtedness in accordance with the subordination terms thereof, be continuing (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 Indebtednesswould result therefrom).

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Junior Indebtedness, except (a) as long as no Event of Default then exists or would arise therefrom, regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) 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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments and prepayments of 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), (db) voluntary prepayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of (i) Permitted Indebtedness (but excluding on account of any Subordinated Indebtedness) 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 as long as the Payment Conditions are satisfied, and (eiii) any the Intercompany Subordinated Indebtedness as long as the RP Conditions are satisfied; and (c) Permitted Amendment/Refinancings of any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in If any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) as long as no Event of Default then exists or would arise therefrom, regularly scheduled or mandatory repayments, repurchases, redemptions, defeasances or other satisfaction of Permitted Indebtedness (other than Subordinated Indebtedness), (b) as long as no Event of Default has occurred and is continuingcontinuing or would be directly or indirectly caused as a result thereof, voluntary prepayments, redemptions, repurchases, defeasances with respect to Borrower and any Subsidiary thereof (i) amend(a) Amend or other satisfaction of Permitted Indebtedness modify (but excluding or permit the amendment or modification of) any payment in violation of the subordination terms of any Subordinated IndebtednessIndebtedness 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 have the effect of prepaying such Indebtedness or (iib) prepay, any Indebtedness of such Person,; provided, however, the Borrower may (i) in an amount less than $6,000,000 in the aggregate during the Availability Period as make such mandatorythe prepayments or redemptions expressly required by any unsecured bond or senior note indenture to which Borrower is a party (so long as such mandatory prepayments or redemptions are not triggered by events of default under such bond or senior note Indebtedness) provided that prepayment or redemption of such bond or senior note Indebtedness would not result in a breach of any of the Availability Condition is satisfied, or financial covenants set forth in Section 7.11 of this Agreement.Section 6.18 and (ii) constituting intercompany prepay the Indebtedness owing by under the Bank of America Loan Documents and the Unsecured Notes Documents, including pursuant to a Loan Party to refinancing, and make any Subsidiary that is not a Loan Party amendments or modifications requiring an unscheduled payment of such Indebtedness or have the effect of prepayment of such Indebtedness, so long as an Borrower prepays the Outstanding Amount of Loans based upon the Initial Sharing Percentage with respect to the Obligations of the principal amount equal to such amount prepaid, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (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) as long as the Payment Conditions are satisfied, and (e) any Permitted Amendment/Refinancings of such Indebtednessprepayments.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Indebtednessfor borrowed money, except (a) as long as no Default or Event of Default then exists or would arise therefromexists, regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or other satisfaction of Permitted Indebtedness (other than Subordinated Indebtednessthe First Lien Facility), (bii) as regularly scheduled payments and mandatory prepayments under the BoA Credit Agreement, and so 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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments prepayment and prepayments other repurchases, redemptions or defeasances under the BoA Facility and any Permitted Refinancing thereof, in each case not in violation of Subordinated the Intercreditor Agreement, (b) the purchase, redemption, defeasance or other acquisition or retirement of any Indebtedness of the Borrower or any Subsidiary or of any Equity Interests of the Borrower or any Subsidiary in accordance exchange for, or out of the net cash proceeds of a contribution to the common equity of the Borrower or any Subsidiary, or a substantially concurrent sale of, Equity Interests (other than Disqualified Stock) of the Borrower or any Subsidiary and (c) the purchase, redemption, defeasance or other acquisition or retirement of Indebtedness with the subordination terms thereof, (d) voluntary prepayments, repurchases, redemptions, defeasances or other satisfaction of Permitted Indebtedness (but excluding on account net cash proceeds from an incurrence of any Subordinated Indebtedness) as long as the Payment Conditions are satisfied, and (e) any Permitted Amendment/Refinancings of such IndebtednessRefinancing thereof.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) as long as no Event payments in respect of Default then exists or would arise therefromthe Obligations, (b) regularly scheduled or mandatory repayments, repurchases, redemptions, redemptions or defeasances or 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 subordination 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, or (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, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, 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 (but excluding on account of any Subordinated Indebtedness) as long as the Adjusted Payment Conditions are satisfied, and (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 conversion 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, (h) the purchase, redemption, acquisition, retirement, defeasance or discharge of any notes issued by Safeway or any of its subsidiaries within 90 days of the Restatement Effective Date and any Permitted Amendment/Refinancings Refinancing in respect thereof; provided that immediately after giving effect to such purchase, redemption, acquisition or defeasance, Excess Availability shall be not less than $1,000,000,000 and (i) redemptions or redemptions of such IndebtednessIndebtedness funded solely with Escrow Debt.