Common use of Prepayments of Junior Financing Clause in Contracts

Prepayments of Junior Financing. Prepay, repay, redeem, purchase, defease or otherwise satisfy prior to scheduled maturity thereof any Junior Financing, except: (a) the refinancing thereof with the Net Cash Proceeds of, or in exchange for, any Permitted Refinancing Indebtedness; (b) the conversion or exchange of any Junior Financing into or for Equity Interests (other than Disqualified Stock) of the Borrower or any Parent Entity; (c) the prepayment repayment, redemption, purchase, defeasance or satisfaction of any of Indebtedness of the Borrower or any of its Restricted Subsidiaries owed to the Borrower or any of its Restricted Subsidiaries; (d) the prepayment, repayment, redemption, purchase, defeasance or satisfaction of any Junior Financing with the proceeds of (i) any other Junior Financing or (ii) any Qualified Equity Interests or any cash contribution to the common equity capital of the Borrower after the Closing Date (other than any Cure Amount or Excluded Contribution) that is Not Otherwise Applied; provided that such prepayment, repayment, redemption, purchase, defeasance or satisfaction is made within 60 days after receipt of such proceeds and no Event of Default has occurred and is continuing; (e) payments or distributions in respect of all or any portion of such Junior Financing with the proceeds contributed directly or indirectly to the Borrower by any Parent Entity from the issuance, sale or exchange by any Parent Entity of Equity Interests (other than Disqualified Stock, Cure Amounts or Excluded Contributions) made within eighteen (18) months prior thereto and Not Otherwise Applied; (f) prepayments, repayments, redemptions, purchases, defeasances or satisfactions of any Junior Financing in an aggregate amount not to exceed, when taken together with any Restricted Payments made under Section 6.07(14)(a), the greater of (i) $125 million and (ii) an amount equal to the Equivalent Percentage of the amount set forth in clause (i) multiplied by TTM Consolidated EBITDA as of the applicable date of determination, in each case determined as of the time of making such prepayment, repayment, redemption, purchase, defeasance or satisfaction; provided, in each case, that no Event of Default shall have occurred and be continuing or shall result therefrom; (g) prepayments, repayments, redemptions, purchases, defeasances or satisfactions, of any Junior Financing so long as immediately prior to and after giving Pro Forma Effect to such prepayment, repayment, redemption, purchase, defeasance or satisfaction, the RP Payment Conditions are satisfied; or (h) any Specified Tender Offer; provided, however, that each of the following shall be permitted: payments of regularly scheduled principal and interest (including default interest and any “AHYDO” catch-up payment) on Junior Financing, fees related to Junior Financing, indemnity and expense reimbursement payments in connection with Junior Financing, and mandatory prepayments, mandatory redemptions and mandatory purchases of any Junior Financing (including any principal, premium or interest with respect thereto), in each case pursuant to the terms of the applicable Junior Financing Documentation. The amount set forth in clause (1)(f) of this Section 6.11 (without duplication) may be, in lieu of prepayments, repayments, redemptions, purchases, defeasances or satisfactions of any Junior Financing, be utilized by the Borrower or any Restricted Subsidiary to (i) make or hold any Investments without regards to Section 6.04 or (ii) make Restricted Payments without regards to Section 6.07.

Prepayments of Junior Financing. Prepay, repay, redeem, purchase, defease or otherwise satisfy prior to scheduled maturity thereof any Junior Financing, except: (a) the refinancing thereof with the Net Cash Proceeds of, or in exchange for, any Permitted Refinancing Indebtedness; (b) the conversion or exchange of any Junior Financing into or for Equity Interests (other than Disqualified Stock) of the Borrower or any Parent Entity; (c) the prepayment repayment, redemption, purchase, defeasance or satisfaction of any of Indebtedness of the Borrower or any of its Restricted Subsidiaries owed to the Borrower or any of its Restricted Subsidiaries; (d) the prepayment, repayment, redemption, purchase, defeasance or satisfaction of any Junior Financing with the proceeds of (i) any other Junior Financing or (ii) any Qualified Equity Interests or any cash contribution to the common equity capital of the Borrower after the Closing Date (other than any Cure Amount or Excluded Contribution) that is Not Otherwise Applied; provided that such prepayment, repayment, redemption, purchase, defeasance or satisfaction is made within 60 days after receipt of such proceeds and no Event of Default has occurred and is continuing; (e) payments or distributions in respect of all or any portion of such Junior Financing with the proceeds contributed directly or indirectly to the Borrower by any Parent Entity from the issuance, sale or exchange by any Parent Entity of Equity Interests (other than Disqualified Stock, Cure Amounts or Excluded Contributions) made within eighteen (18) months prior thereto and Not Otherwise Applied; (f) prepayments, repayments, redemptions, purchases, defeasances or satisfactions of any Junior Financing in an aggregate amount not to exceed, exceed the sum of: (i) when taken together with any Restricted Payments made under Section 6.07(14)(a), the greater of (iA) $125 125.0 million and (iiB) an amount equal to the Equivalent Percentage of the amount set forth in clause (iA) multiplied by TTM Consolidated EBITDA as of the applicable date of determination, in each case determined as of the time of making such prepayment, repayment, redemption, purchase, defeasance or satisfaction; provided, in each case, that no Event of Default shall have occurred and be continuing or shall result therefrom; and (ii) the Available Amount at such time; provided that (A) no Event of Default shall exist after giving effect to such Restricted Payment or shall result therefrom and (B) solely with respect to amounts attributable to clause (2) of the definition of the Available Amount, the Total Net Leverage Ratio (after giving Pro Forma Effect to such Restricted Payment) would be less than or equal to the Closing Date Total Net Leverage Ratio; (g) prepayments, repayments, redemptions, purchases, defeasances or satisfactions, of any Junior Financing so long as immediately prior to and the Total Net Leverage Ratio (after giving Pro Forma Effect to such prepayment, repayment, redemption, purchase, defeasance or satisfaction, ) would be less than or equal to 1.00x inside of the RP Payment Conditions are satisfiedClosing Date Total Net Leverage Ratio; or (h) any Specified Tender Offer; provided, however, that each of the following shall be permitted: payments of regularly scheduled principal and interest (including default interest and any “AHYDO” catch-up payment) on Junior Financing, fees related to Junior Financing, indemnity and expense reimbursement payments in connection with Junior Financing, and mandatory prepayments, mandatory redemptions and mandatory purchases of any Junior Financing (including any principal, premium or interest with respect thereto), in each case pursuant to the terms of the applicable Junior Financing Documentation. The amount set forth in clause (1)(f1)(f)(i) of this Section 6.11 (without duplication) may be, in lieu of prepayments, repayments, redemptions, purchases, defeasances or satisfactions of any Junior Financing, be utilized by the Borrower or any Restricted Subsidiary to (i) make or hold any Investments without regards to Section 6.04 or (ii) make Restricted Payments without regards to Section 6.07.

Prepayments of Junior Financing. Prepay, repay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Junior Financing, except: (ai) the refinancing thereof with the Net Cash Proceeds of, or in exchange for, any Permitted Refinancing IndebtednessRefinancing; (bii) the conversion or exchange of any Junior Financing into or for to Equity Interests (other than Disqualified StockEquity Interests) of the Borrower Holdings or any Parent Entityof its direct or indirect parents; (ciii) the prepayment repayment, redemption, purchase, defeasance or satisfaction of any of Indebtedness of the Borrower or any of its Restricted Subsidiaries Subsidiary owed to Holdings, the Borrower or any of its a Restricted SubsidiariesSubsidiary; (div) the prepayment, repayment, redemption, purchase, defeasance or satisfaction of any Junior Financing with the proceeds of (i1) any other Junior Financing otherwise permitted to be incurred at such time by Section 7.03 or (ii2) any Qualified Equity Interests or any cash contribution to the common equity capital of the Borrower after the Closing Date (other than any Cure Amount or Excluded Specified Equity Contribution) that is Not Otherwise Applied; provided that such prepayment, repayment, redemption, purchase, defeasance or satisfaction is made within 60 days after receipt of such proceeds of Qualified Equity Interests and no Default has occurred and is continuing or would result therefrom; (v) so long as no Event of Default has occurred and is continuing; (e) payments continuing or distributions in respect of all or any portion of such Junior Financing with the proceeds contributed directly or indirectly to the Borrower by any Parent Entity from the issuancewould result therefrom, sale or exchange by any Parent Entity of Equity Interests (other than Disqualified Stock, Cure Amounts or Excluded Contributions) made within eighteen (18) months prior thereto and Not Otherwise Applied; (f) prepayments, repayments, redemptions, purchases, defeasances or satisfactions of any Junior Financing in an aggregate amount not to exceed, when taken together with the any Restricted Payments made under pursuant to Section 6.07(14)(a7.06(k)(i), the sum of: (A) the greater of (i1) $125 million 35,000,000 and (ii2) an amount equal to the Equivalent Percentage of the amount set forth in clause (i1) multiplied by TTM Consolidated Adjusted EBITDA of the Borrower on a Pro Forma Basis as of the applicable date of determination, in each case determined as of the time of making such prepayment, repayment, redemption, purchase, defeasance or satisfaction; provided, in each case, that no Event of Default shall have occurred and be continuing or shall result therefrom;and (gB) prepaymentsthe Available Amount at such time, repaymentsif the Total Net Leverage Ratio is no greater than the Closing Date Total Net Leverage Ratio, redemptions, purchases, defeasances or satisfactions, of any Junior Financing so long as immediately prior to and after giving Pro Forma Effect to such prepayment, repayment, redemption, purchase, defeasance or satisfaction, as applicable, and measured as of and for the RP Payment Conditions Test Period immediately preceding such prepayment, repayment, redemption, purchase, defeasance or satisfaction, as applicable, for which financial statements are satisfiedavailable; or (h) any Specified Tender Offerprovided, in each case, that no Default or Event of Default shall have occurred and be continuing or would result therefrom; provided, however, that each of the following shall be permitted: payments of regularly scheduled principal and interest (including default interest and any “AHYDO” AHYDO catch-up payment) on Junior Financing, closing fees related to Junior Financing, indemnity and expense reimbursement payments in connection with Junior Financing, and mandatory prepayments, mandatory redemptions and mandatory purchases of any Junior Financing (including any principal, premium or interest with respect thereto)purchases, in each case pursuant to the terms of the applicable Junior Financing Documentation. The amount For purposes of determining compliance with this Section 7.12(a), in the event that any prepayment, repayment, redemption, purchase, defeasance or satisfaction (or any portion thereof) meets the criteria of more than one of the categories set forth in clause (1)(f) of this Section 6.11 (without duplication) may beabove, the Borrower may, in lieu its sole discretion, at the time of prepaymentssuch prepayment, repaymentsrepayment, redemptionsredemption, purchasespurchase, defeasances defeasance or satisfactions of satisfaction is made, divide, classify, or reclassify, or at any Junior Financinglater time divide, be utilized by the Borrower classify or reclassify, such prepayment, repayment, redemption, purchase, defeasance or satisfaction (or any Restricted Subsidiary to (iportion thereof) make in any manner that complies with this covenant on the date it was made or hold any Investments without regards to Section 6.04 or (ii) make Restricted Payments without regards to Section 6.07such later time, as applicable.

Prepayments of Junior Financing. Prepay, repay, redeem, purchase, defease or otherwise satisfy prior to scheduled maturity thereof any Junior Financing, except: (a) the refinancing thereof with the Net Cash Proceeds of, or in exchange for, any Permitted Refinancing Indebtedness; (b) the conversion or exchange of any Junior Financing into or for Equity Interests (other than Disqualified Stock) of the Borrower or any Parent Entity; (c) the prepayment repayment, redemption, purchase, defeasance or satisfaction of any of Indebtedness of the Borrower or any of its Restricted Subsidiaries owed to the Borrower or any of its Restricted Subsidiaries; (d) the prepayment, repayment, redemption, purchase, defeasance or satisfaction of any Junior Financing with the proceeds of (i) any other Junior Financing or (ii) any Qualified Equity Interests or any cash contribution to the common equity capital of the Borrower after the Closing Date (other than any Cure Amount or Excluded Contribution) that is Not Otherwise Applied; provided that such prepayment, repayment, redemption, purchase, defeasance or satisfaction is made within 60 days after receipt of such proceeds and no Event of Default has occurred and is continuing; (e) payments or distributions in respect of all or any portion of such Junior Financing with the proceeds contributed directly or indirectly to the Borrower by any Parent Entity from the issuance, sale or exchange by any Parent Entity of Equity Interests (other than Disqualified Stock, Cure Amounts or Excluded Contributions) made within eighteen (18) months prior thereto and Not Otherwise Applied; (f) prepayments, repayments, redemptions, purchases, defeasances or satisfactions of any Junior Financing in an aggregate amount not to exceed, exceed the sum of: (i) when taken together with any Restricted Payments made under Section 6.07(14)(a), the greater of (iA) $125 110.0 million and (iiB) an amount equal to the Equivalent Percentage of the amount set forth in clause (iA) multiplied by TTM Consolidated EBITDA as of the applicable date of determination, in each case determined as of the time of making such prepayment, repayment, redemption, purchase, defeasance or satisfactionsatisfaction or as provided in Section 1.09; provided, in each case, that no Event of Default shall have occurred and be continuing or shall result therefrom;; and (ii) the Available Amount at such time; provided that (A) no Event of Default shall exist after giving effect to such Restricted Payment or shall result therefrom and (B) solely with respect to amounts attributable to clause (2) of the definition of the Available Amount, the Total Net Leverage Ratio (after giving Pro Forma Effect to such Restricted Payment) would be less than or equal to 4.20 to 1.00; or (g) prepayments, repayments, redemptions, purchases, defeasances or satisfactions, of any Junior Financing so long as immediately prior to and the Total Net Leverage Ratio (after giving Pro Forma Effect to such prepayment, repayment, redemption, purchase, defeasance or satisfaction, the RP Payment Conditions are satisfied; or (h) any Specified Tender Offerwould be less than or equal to 3.20 to 1.00; provided, however, that each of the following shall be permitted: payments of regularly scheduled principal and interest (including default interest and any “AHYDO” catch-up payment) on Junior Financing, fees related to Junior Financing, indemnity and expense reimbursement payments in connection with Junior Financing, and mandatory prepayments, mandatory redemptions and mandatory purchases of any Junior Financing (including any principal, premium or interest with respect thereto), in each case pursuant to the terms of the applicable Junior Financing Documentation. The amount set forth in clause (1)(f1)(f)(i) of this Section 6.11 (without duplication) may be, in lieu of prepayments, repayments, redemptions, purchases, defeasances or satisfactions of any Junior Financing, be utilized by the Borrower or any Restricted Subsidiary to (i) make or hold any Investments without regards to Section 6.04 or (ii) make Restricted Payments without regards to Section 6.07.

Prepayments of Junior Financing. Prepay, repay, redeem, purchase, defease or otherwise satisfy prior to scheduled maturity thereof any Junior Financing, except: (a) the refinancing thereof with the Net Cash Proceeds of, or in exchange for, any Permitted Refinancing Indebtedness; (b) the conversion or exchange of any Junior Financing into or for Equity Interests (other than Disqualified Stock) of the Borrower or any Parent Entity; (c) the prepayment repayment, redemption, purchase, defeasance or satisfaction of any of Indebtedness of the Borrower or any of its Restricted Subsidiaries owed to the Borrower or any of its Restricted Subsidiaries; (d) the prepayment, repayment, redemption, purchase, defeasance or satisfaction of any Junior Financing with the proceeds of (i) any other Junior Financing or (ii) any Qualified Equity Interests or any cash contribution to the common equity capital of the Borrower after the Closing Date (other than any Cure Amount or Excluded Contribution) that is Not Otherwise Applied; provided that such prepayment, repayment, redemption, purchase, defeasance or satisfaction is made within 60 days after receipt of such proceeds and no Event of Default has occurred and is continuing; (e) payments or distributions in respect of all or any portion of such Junior Financing with the proceeds contributed directly or indirectly to the Borrower by any Parent Entity from the issuance, sale or exchange by any Parent Entity of Equity Interests (other than Disqualified Stock, Cure Amounts or Excluded Contributions) made within eighteen (18) months prior thereto and Not Otherwise Applied; (f) prepayments, repayments, redemptions, purchases, defeasances or satisfactions of any Junior Financing in an aggregate amount not to exceed, when taken together with any Restricted Payments made under Section 6.07(14)(a), the greater of (i) $125 125110 million and (ii) an amount equal to the Equivalent Percentage 20% of the amount set forth in clause (i) multiplied by TTM Consolidated EBITDA as of the applicable date of determination, in each case determined as of the time of making such prepayment, repayment, redemption, purchase, defeasance or satisfactionsatisfaction or as provided in Section 1.09; provided, in each case, that no Event of Default shall have occurred and be continuing or shall result therefrom;; or (g) prepayments, repayments, redemptions, purchases, defeasances or satisfactions, of any Junior Financing so long as immediately prior to and after giving Pro Forma Effect to such prepayment, repayment, redemption, purchase, defeasance or satisfaction, the RP Payment Conditions are satisfied; or (h) any Specified Tender Offer; provided, however, that each of the following shall be permitted: payments of regularly scheduled principal and interest (including default interest and any “AHYDO” catch-up payment) on Junior Financing, fees related to Junior Financing, indemnity and expense reimbursement payments in connection with Junior Financing, and mandatory prepayments, mandatory redemptions and mandatory purchases of any Junior Financing (including any principal, premium or interest with respect thereto), in each case pursuant to the terms of the applicable Junior Financing Documentation. The amount set forth in clause (1)(f) of this Section 6.11 (without duplication) may be, in lieu of prepayments, repayments, redemptions, purchases, defeasances or satisfactions of any Junior Financing, be utilized by the Borrower or any Restricted Subsidiary to (i) make or hold any Investments without regards to Section 6.04 or (ii) make Restricted Payments without regards to Section 6.07.

Prepayments of Junior Financing. PrepayMake any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, repay, redeem, purchase, defease by way of depositing money or otherwise satisfy prior to scheduled maturity thereof any Junior Financing, except: (a) the refinancing thereof securities with the Net Cash Proceeds oftrustee with respect thereto before due for the purpose of paying when due), or in exchange forrefund, any Permitted Refinancing Indebtedness; (b) the conversion refinance or exchange of any Junior Financing into or for Equity Interests (other than Disqualified Stockx) Indebtedness in excess of the Borrower Threshold Amount that is secured on a contractually junior basis to the Liens securing the Term Loans, (y) any Indebtedness in excess of the Threshold Amount that is contractually subordinated in right of payments to the Obligations or (z) any Parent Entity; Indebtedness in excess of the Threshold Amount that is unsecured (c(x), (y) the prepayment repaymentand (z) collectively, “Junior Financing”) (it being understood that (A) payments of regularly scheduled principal and interest, (B) customary “AHYDO catchup” payments and (C) payments or notices with respect to mandatory redemption, purchaseprepayment or offer to purchase or redeem provisions, defeasance or satisfaction of any of Indebtedness of the Borrower or any of its Restricted Subsidiaries owed to the Borrower or any of its Restricted Subsidiaries; (d) the prepaymentin each case, repaymentshall be permitted), redemption, purchase, defeasance or satisfaction of any Junior Financing with the proceeds of except (i) any other Junior Financing or (ii) any Qualified Equity Interests or any cash contribution to the common equity capital of the Borrower after the Closing Date (other than any Cure Amount or Excluded Contribution) that is Not Otherwise Applied; provided that such prepayment, repayment, redemption, purchase, defeasance or satisfaction is made within 60 days after receipt of such proceeds and so long as no Event of Default has occurred and is continuing; (e) payments continuing or distributions in respect of all or any portion of such Junior Financing with the proceeds contributed directly or indirectly to the Borrower by any Parent Entity from the issuancewould result therefrom, sale or exchange by any Parent Entity of Equity Interests (other than Disqualified Stock, Cure Amounts or Excluded Contributions) made within eighteen (18) months prior thereto and Not Otherwise Applied; (f) prepayments, repayments, redemptions, purchases, defeasances or satisfactions and other payments in respect of any Junior Financing Financings prior to their scheduled maturity in an aggregate amount not to exceed, when taken together combined with any the aggregate amount of Investments made pursuant to Section 7.02(f) and Restricted Payments made under pursuant to Section 6.07(14)(a7.06(d), $100,000,000 in any fiscal year (provided that any unused portion may be carried forward to the greater of (i) $125 million and immediately succeeding fiscal year), (ii) an amount equal to the Equivalent Percentage of the amount set forth in clause (i) multiplied by TTM Consolidated EBITDA so long as of the applicable date of determination, in each case determined as of the time of making such prepayment, repayment, redemption, purchase, defeasance or satisfaction; provided, in each case, that no Event of Default shall have has occurred and be is continuing or shall would result therefrom; (g) , prepayments, repayments, redemptions, or purchases, defeasances or satisfactions, and other payments in respect of any Junior Financing Financings prior to their scheduled maturity in an unlimited amount so long as immediately prior to and after giving the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Effect Basis is less than or equal to such prepayment4.00 to 1.00, repayment(iii) the refinancing thereof with the Net Proceeds of any Indebtedness permitted by Section 7.03(k), redemption, (iv) the purchase, defeasance payment, prepayment or satisfaction, the RP Payment Conditions are satisfied; or (h) any Specified Tender Offer; provided, however, that each of the following shall be permitted: payments of regularly scheduled principal and interest (including default interest and any “AHYDO” catch-up payment) on Junior Financing, fees related to Junior Financing, indemnity and expense reimbursement payments in connection with Junior Financing, and mandatory prepayments, mandatory redemptions and mandatory purchases redemption of any other Junior Financing (including any principalfees, premium expenses or interest charges related to such purchase, payment, prepayment or redemption of a Junior Financing) with respect thereto)the Net Cash Proceeds of any Equity Issuance so long as such Net Cash Proceeds are used to make such purchase, in each case pursuant to the terms payment, prepayment or redemption (including any related fees, expenses or charges) within 120 days of the applicable Junior Financing Documentation. The amount set forth in clause (1)(f) receipt of this Section 6.11 (without duplication) may be, in lieu of prepayments, repayments, redemptions, purchases, defeasances or satisfactions of any Junior Financing, be utilized such Net Cash Proceeds by the Borrower or any Restricted Subsidiary to the extent such Net Cash Proceeds are not otherwise applied and (iv) make or hold any Investments without regards to Section 6.04 or (ii) make Restricted Payments without regards to Section 6.07the redemption of the Existing Notes on the Closing Date.

Prepayments of Junior Financing. PrepayMake any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, repay, redeem, purchase, defease by way of depositing money or otherwise satisfy prior to scheduled maturity thereof any Junior Financing, except: (a) the refinancing thereof securities with the Net Cash Proceeds oftrustee with respect thereto before due for the purpose of paying when due), or in exchange forrefund, any Permitted Refinancing Indebtedness; (b) the conversion refinance or exchange of any Junior Financing into or for Equity Interests (other than Disqualified Stockx) Indebtedness in excess of the Borrower Threshold Amount that is secured on a contractually junior basis to the Liens securing the Term Loans, (y) any Indebtedness in excess of the Threshold Amount that is contractually subordinated in right of payments to the Obligations or (z) any Parent Entity; Indebtedness in excess of the Threshold Amount that is unsecured (c(x), (y) the prepayment repaymentand (z) collectively, “Junior Financing”) (it being understood that (A) payments of regularly scheduled principal and interest, (B) customary “AHYDO catchup” payments and (C) payments or notices with respect to mandatory redemption, purchaseprepayment or offer to purchase or redeem provisions, defeasance or satisfaction of any of Indebtedness of the Borrower or any of its Restricted Subsidiaries owed to the Borrower or any of its Restricted Subsidiaries; (d) the prepaymentin each case, repaymentshall be permitted), redemption, purchase, defeasance or satisfaction of any Junior Financing with the proceeds of except (i) any other Junior Financing or (ii) any Qualified Equity Interests or any cash contribution to the common equity capital of the Borrower after the Closing Date (other than any Cure Amount or Excluded Contribution) that is Not Otherwise Applied; provided that such prepayment, repayment, redemption, purchase, defeasance or satisfaction is made within 60 days after receipt of such proceeds and so long as no Event of Default has occurred and is continuing; (e) payments continuing or distributions in respect of all or any portion of such Junior Financing with the proceeds contributed directly or indirectly to the Borrower by any Parent Entity from the issuancewould result therefrom, sale or exchange by any Parent Entity of Equity Interests (other than Disqualified Stock, Cure Amounts or Excluded Contributions) made within eighteen (18) months prior thereto and Not Otherwise Applied; (f) prepayments, repayments, redemptions, purchases, defeasances or satisfactions and other payments in respect of any Junior Financing Financings prior to their scheduled maturity in an aggregate amount not to exceed, when taken together combined with any the aggregate amount of Investments made pursuant to Section 7.02(f) and Restricted Payments made under pursuant to Section 6.07(14)(a7.06(d), the greater of $100,000,000 in any fiscal year (i) $125 million and (ii) an amount equal provided that any unused portion may be carried forward to the Equivalent Percentage of the amount set forth in clause immediately succeeding fiscal year), (i7) multiplied by TTM Consolidated EBITDA so long as of the applicable date of determination, in each case determined as of the time of making such prepayment, repayment, redemption, purchase, defeasance or satisfaction; provided, in each case, that no Event of Default shall have has occurred and be is continuing or shall would result therefrom; (g) , prepayments, repayments, redemptions, or purchases, defeasances or satisfactions, and other payments in respect of any Junior Financing Financings prior to their scheduled maturity in an unlimited amount so long as immediately prior to and after giving the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Effect Basis is less than or equal to such prepayment4.00 to 1.00, repayment(iii) the refinancing thereof with the Net Proceeds of any Indebtedness permitted by Section 7.03(k), redemption, (iv) the purchase, defeasance payment, prepayment or satisfaction, the RP Payment Conditions are satisfied; or (h) any Specified Tender Offer; provided, however, that each of the following shall be permitted: payments of regularly scheduled principal and interest (including default interest and any “AHYDO” catch-up payment) on Junior Financing, fees related to Junior Financing, indemnity and expense reimbursement payments in connection with Junior Financing, and mandatory prepayments, mandatory redemptions and mandatory purchases redemption of any other Junior Financing (including any principalfees, premium expenses or interest charges related to such purchase, payment, prepayment or redemption of a Junior Financing) with respect thereto)the Net Cash Proceeds of any Equity Issuance so long as such Net Cash Proceeds are used to make such purchase, in each case pursuant to the terms payment, prepayment or redemption (including any related fees, expenses or charges) within 120 days of the applicable Junior Financing Documentation. The amount set forth in clause (1)(f) receipt of this Section 6.11 (without duplication) may be, in lieu of prepayments, repayments, redemptions, purchases, defeasances or satisfactions of any Junior Financing, be utilized such Net Cash Proceeds by the Borrower or any Restricted Subsidiary to the extent such Net Cash Proceeds are not otherwise applied and (iv) make or hold any Investments without regards to Section 6.04 or (ii) make Restricted Payments without regards to Section 6.07the redemption of the Existing Notes on the Closing Date.

Prepayments of Junior Financing. Prepay, repay, redeem, purchase, defease or otherwise satisfy prior to the date that is one year before the scheduled maturity thereof any Junior Financing, except: (ai) the refinancing thereof with the Net Cash Proceeds of, or in exchange for, any Permitted Refinancing IndebtednessRefinancing; (bii) the conversion or exchange of any Junior Financing into or for to Equity Interests (other than Disqualified StockEquity Interests) of the Borrower Holdings or any Parent Entityof its direct or indirect parents that are not Loan Parties; (ciii) the prepayment repayment, redemption, purchase, defeasance or satisfaction of any of Indebtedness of the Borrower or any of its Restricted Subsidiaries Subsidiary owed to Holdings, the Borrower or any of its a Restricted SubsidiariesSubsidiary; (div) the prepayment, repayment, redemption, purchase, defeasance or satisfaction of any Junior Financing with the proceeds of (i1) any other Junior Financing or Junior Lien Debt otherwise permitted to be incurred at such time by Section 7.03 or (ii2) any Qualified Equity Interests or any cash contribution to the common equity Equity Interests capital of the Borrower after the Closing Date (other than the Equity Contribution or any Cure Amount or Excluded Specified Equity Contribution) that is Not Otherwise Applied; provided that such prepayment, repayment, redemption, purchase, defeasance or satisfaction is made within 60 days after receipt of such proceeds of Qualified Equity Interests and no Event of Default has occurred and is continuingcontinuing or would result therefrom; (e) payments or distributions in respect of all or any portion of such Junior Financing with the proceeds contributed directly or indirectly to the Borrower by any Parent Entity from the issuance, sale or exchange by any Parent Entity of Equity Interests (other than Disqualified Stock, Cure Amounts or Excluded Contributions) made within eighteen (18) months prior thereto and Not Otherwise Applied; (fv) prepayments, repayments, redemptions, purchases, defeasances or satisfactions of any Junior Financing in an aggregate amount not to exceed, when taken together with any Restricted Payments made under Section 6.07(14)(a), exceed the sum of: (A) the greater of (iA) $125 million 100% of Fifth Amendment Effective Date EBITDA and (iiB) an amount equal to the Equivalent Percentage 100% of TTM Consolidated Adjusted EBITDA of the amount set forth in clause (i) multiplied by TTM Consolidated EBITDA Borrower on a Pro Forma Basis as of the applicable date of determination, in each case determined as and (B) the Available Amount at such time; provided that no Specified Event of Default shall have occurred and be continuing or would result therefrom (except to the time of making extent such prepayment, repayment, redemption, purchase, defeasance or satisfaction; provided, satisfaction is funded exclusively in each case, that no Event reliance on clauses (c) and/or (d) of Default shall have occurred and be continuing or shall result therefromthe definition of Available Amount); (gvi) the prepayment, repayment, redemption, purchase, defeasance or satisfaction of any Junior Financing within 60 days of giving notice thereof if at the date of such notice, such payment would have been permitted hereunder; (vii) prepayments, repayments, redemptions, purchases, defeasances or satisfactions, of any Junior Financing so long as immediately prior to and if the First Lien Net Leverage Ratio (after giving Pro Forma Effect to the incurrence of such prepayment, repayment, redemption, purchase, defeasance payments and the use of proceeds thereof) for the Test Period immediately preceding the incurrence of such payments shall be less than or satisfaction, equal to the RP Payment Conditions are satisfiedClosing Date First Lien Net Leverage Ratio less 0.50 to 1.00; orand (hviii) any Specified Tender Offerprepayments, repayments, redemptions, purchases, defeasances or satisfactions made on the Closing Date to consummate the Transactions; provided, however, that each of the following shall be permitted: payments of regularly scheduled principal and interest (including default interest and any “AHYDO” AHYDO catch-up payment) on Junior Financing, payments of closing and consent fees related to Junior Financing, indemnity and expense reimbursement payments in connection with Junior Financing, and mandatory prepayments, mandatory redemptions and mandatory purchases of any Junior Financing (including any principal, premium or interest with respect thereto)purchases, in each case pursuant to the terms of the applicable Junior Financing Documentation. The amount set forth in clause (1)(fSection 7.10(a)(v)(A) of this Section 6.11 (without duplication) may bemay, in lieu of prepayments, repayments, redemptions, purchases, defeasances defeasance or satisfactions satisfaction of any Junior Financing, be utilized by the Borrower or any Restricted Subsidiary to (i) make or hold any Investments without regards regard to Section 6.04 7.02. For purposes of determining compliance with this Section 7.10(a), in the event that any prepayment, repayment, redemption, purchase, defeasance or satisfaction (iior any portion thereof) make Restricted Payments without regards to Section 6.07meets the criteria of more than one of the categories set forth above, the Borrower may, in its sole discretion, at the time of such prepayment, repayment, redemption, purchase, defeasance or satisfaction is made, divide, classify, or reclassify, or at any later time divide, classify or reclassify, such prepayment, repayment, redemption, purchase, defeasance or satisfaction (or any portion thereof) in any manner that complies with this covenant on the date it was made or such later time, as applicable.

Prepayments of Junior Financing. Prepay, repay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Junior Financing, except: (ai) the refinancing thereof with the Net Cash Proceeds of, or in exchange for, any Permitted Refinancing IndebtednessRefinancing; (bii) the conversion or exchange of any Junior Financing into or for to Equity Interests (other than Disqualified StockEquity Interests) of the Borrower Holdings or any Parent Entityof its direct or indirect parents that are not Loan Parties; (ciii) the prepayment repayment, redemption, purchase, defeasance or satisfaction of any of Indebtedness of the Borrower or any of its Restricted Subsidiaries Subsidiary owed to Holdings, the Borrower or any of its a Restricted SubsidiariesSubsidiary; (div) the prepayment, repayment, redemption, purchase, defeasance or satisfaction of any Junior Financing with the proceeds of (i1) any other Junior Financing or Junior Lien Debt otherwise permitted to be incurred at such time by Section 7.03 or (ii2) any Qualified Equity Interests or any cash contribution to the common equity Equity Interests capital of the Borrower after the Closing Date (other than the Equity Contribution or any Cure Amount or Excluded Specified Equity Contribution) that is Not Otherwise Applied; provided that such prepayment, repayment, redemption, purchase, defeasance or satisfaction is made within 60 days after receipt of such proceeds of Qualified Equity Interests and no Event of Default has occurred and is continuingcontinuing or would result therefrom; (e) payments or distributions in respect of all or any portion of such Junior Financing with the proceeds contributed directly or indirectly to the Borrower by any Parent Entity from the issuance, sale or exchange by any Parent Entity of Equity Interests (other than Disqualified Stock, Cure Amounts or Excluded Contributions) made within eighteen (18) months prior thereto and Not Otherwise Applied; (fv) prepayments, repayments, redemptions, purchases, defeasances or satisfactions of any Junior Financing in an aggregate amount not to exceed, when taken together with any Restricted Payments made under Section 6.07(14)(a), exceed the sum of: (A) the greater of (i1) $125 million 57.5% of Closing Date EBITDA and (ii2) an amount equal to the Equivalent Percentage 57.5% of TTM Consolidated Adjusted EBITDA of the amount set forth in clause (i) multiplied by TTM Consolidated EBITDA Borrower as of the applicable date of determination, in each case determined as of and (B) the time of making Available Amount at such prepayment, repayment, redemption, purchase, defeasance or satisfactiontime; provided, in each case, provided that no Event of Default shall have occurred and be continuing or shall would result therefromtherefrom (except to the extent such prepayment, repayment, redemption, purchase, defeasance or satisfaction is funded exclusively in reliance on clauses (c) and/or (d) of the definition of Available Amount); (gvi) the prepayment, repayment, redemption, purchase, defeasance or satisfaction of any Junior Financing within 60 days of giving notice thereof if at the date of such notice, such payment would have been permitted hereunder; (vii) prepayments, repayments, redemptions, purchases, defeasances or satisfactions, of any Junior Financing so long as immediately prior to and if the Secured Net Leverage Ratio (after giving Pro Forma Effect to the incurrence of such prepayment, repayment, redemption, purchase, defeasance payments and the use of proceeds thereof) for the Test Period immediately preceding the incurrence of such payments shall be less than or satisfaction, equal to the RP Payment Conditions are satisfiedClosing Date Secured Net Leverage Ratio less 0.50 to 1.00; orand (hviii) any Specified Tender Offerprepayments, repayments, redemptions, purchases, defeasances or satisfactions made on the Closing Date to consummate the Transactions; provided, however, that each of the following shall be permitted: payments of regularly scheduled principal and interest (including default interest and any “AHYDO” AHYDO catch-up payment) on Junior Financing, payments of closing and consent fees related to Junior Financing, indemnity and expense reimbursement payments in connection with Junior Financing, and mandatory prepayments, mandatory redemptions and mandatory purchases of any Junior Financing (including any principal, premium or interest with respect thereto)purchases, in each case pursuant to the terms of the applicable Junior Financing Documentation. The amount set forth in clause (1)(fSection 7.10(a)(v)(A) of this Section 6.11 (without duplication) may bemay, in lieu of prepayments, repayments, redemptions, purchases, defeasances defeasance or satisfactions satisfaction of any Junior Financing, be utilized by the Borrower or any Restricted Subsidiary to (i) make or hold any Investments without regards regard to Section 6.04 7.02. For purposes of determining compliance with this Section 7.10(a), in the event that any prepayment, repayment, redemption, purchase, defeasance or satisfaction (iior any portion thereof) make Restricted Payments without regards to Section 6.07meets the criteria of more than one of the categories set forth above, the Borrower may, in its sole discretion, at the time of such prepayment, repayment, redemption, purchase, defeasance or satisfaction is made, divide, classify, or reclassify, or at any later time divide, classify or reclassify, such prepayment, repayment, redemption, purchase, defeasance or satisfaction (or any portion thereof) in any manner that complies with this covenant on the date it was made or such later time, as applicable.

Prepayments of Junior Financing. Prepay, repay, redeem, purchaserepurchase, defease or otherwise acquire or satisfy prior to the date that is one year before the scheduled maturity thereof any Junior Financing, except: (a) the refinancing thereof with the Net Cash Proceeds of, or in exchange for, any Permitted Refinancing Indebtedness; (b) the conversion or exchange of any Junior Financing into or for Equity Interests (other than Disqualified Stock) of the Borrower or any Parent Entity; (c) the prepayment repayment, redemption, purchase, defeasance or satisfaction of any of Indebtedness of the Borrower or any of its Restricted Subsidiaries owed to the Borrower or any of its Restricted Subsidiaries; (d) the prepayment, repayment, redemption, purchase, defeasance or satisfaction of any Junior Financing with the proceeds of (i) any other Junior Financing or (ii) any Qualified Equity Interests or any cash contribution to the common equity capital of the Borrower after the Closing Date (other than any Cure Amount or Excluded Contribution) that is Not Otherwise Applied; provided that such prepayment, repayment, redemption, purchase, defeasance or satisfaction is made within 60 days after receipt of such proceeds and no Event of Default has occurred and is continuing; (e) payments or distributions principal amount in respect of all or any portion of such a Junior Financing with the proceeds contributed directly or indirectly to the Borrower by (any Parent Entity from the issuance, sale or exchange by any Parent Entity of Equity Interests (other than Disqualified Stock, Cure Amounts or Excluded Contributions) made within eighteen (18) months prior thereto and Not Otherwise Applied; (f) prepayments, repayments, redemptions, purchases, defeasances or satisfactions of any Junior Financing in an aggregate amount not to exceed, when taken together with any Restricted Payments made under Section 6.07(14)(a), the greater of (i) $125 million and (ii) an amount equal to the Equivalent Percentage of the amount set forth in clause (i) multiplied by TTM Consolidated EBITDA as of the applicable date of determination, in each case determined as of the time of making such prepayment, repayment, redemption, purchase, defeasance or satisfaction; provided, in each case, that no Event of Default shall have occurred and be continuing or shall result therefrom; (g) prepayments, repayments, redemptions, purchases, defeasances or satisfactions, of any Junior Financing so long as immediately prior to and after giving Pro Forma Effect to such prepayment, repayment, redemption, purchase, defeasance or satisfaction, the RP Payment Conditions are satisfied; or a “Junior Debt Repayment”), except (h) any Specified Tender Offer; provided, however, that each of the following shall be permitted: payments following, a “Permitted Junior Debt Repayment”): (i) Junior Debt Repayments with the proceeds of, or in exchange for, any (A) Refinancing Indebtedness or, to the extent applicable, Second Lien Credit Agreement Refinancing Indebtedness or (B) other Junior Financing or Xxxxxx Xxxx Debt permitted hereunder; (ii) Junior Debt Repayments (A) made with Qualified Equity Interests of regularly scheduled principal and interest the Borrower or any Parent Entity, with the proceeds of an issuance of any such Equity Interests or with the proceeds of a contribution to the capital of the Borrower after the Closing Date or (including default interest and any “AHYDO” catch-up paymentB) on Junior Financing, fees related to Junior Financing, indemnity and expense reimbursement payments in connection with Junior Financing, and mandatory prepayments, mandatory redemptions and mandatory purchases consisting of the conversion of any Junior Financing to Equity Interests; (including any principal, premium or interest with respect thereto), in each case pursuant to the terms iii) Junior Debt Repayments of the applicable Junior Financing Documentation. The amount set forth in clause (1)(f) Indebtedness of this Section 6.11 (without duplication) may be, in lieu of prepayments, repayments, redemptions, purchases, defeasances or satisfactions of any Junior Financing, be utilized by the Borrower or any Restricted Subsidiary owed to the Borrower or a Restricted Subsidiary; (iiv) make Junior Debt Repayments of Indebtedness of any Person that becomes a Restricted Subsidiary after the Closing Date in connection with a transaction not prohibited by the Loan Documents, which Indebtedness was in existence at the time such Person became a Restricted Subsidiary (and not incurred in contemplation of such Person becoming a Restricted Subsidiary); (v) Junior Debt Repayments within sixty (60) days of giving notice thereof if at the date of such notice, such payment would have been permitted hereunder; (vi) Junior Debt Repayments made in connection with the Transactions; (vii) Junior Debt Repayments consisting of the payment of regularly scheduled interest and principal payments, payments of fees, expenses, penalty interest and indemnification obligations when due, other than payments prohibited by any applicable subordination provisions; (viii) Junior Debt Repayments consisting of a payment to avoid the application of Section 163(e)(5) of the Code; (ix) Junior Debt Repayments, if the Total Net Leverage Ratio (after giving Pro Forma Effect thereto) for the Test Period immediately preceding the incurrence of such payments shall be less than or hold equal to the Closing Date Total Net Leverage Ratio less 0.50 to 1.00 and the Borrower shall be in pro forma compliance with the Financial Covenants upon giving effect thereto; provided that no Event of Default shall have occurred and be continuing or would result therefrom; (x) any Investments without regards such purchase, repurchase, redemption, defeasance or other acquisition or retirement in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of the date of purchase, repurchase, redemption, defeasance or other acquisition or retirement; (xi) any such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Indebtedness owing to the Borrower or a Guarantor incurred pursuant to Section 6.04 7.03(e); (xii) Junior Debt Repayments in connection with any Conversion Settlement; (xiii) Junior Debt Repayments in an aggregate amount not to exceed the sum of: (A) the Available Amount at such time; provided that no Event of Default shall have occurred and be continuing or would result therefrom; and (B) the greater of (A) 30% of Closing Date Consolidated Net Tangible Assets and (B) 30% of Consolidated Net Tangible Assets determined as of the most recently ended fiscal quarter on a Pro Forma Basis provided that the Borrower shall be in pro forma compliance with the Financial Covenants upon giving effect thereto; (xiv) Junior Debt Repayments of Acquired Indebtedness (other than Indebtedness incurred (A) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Borrower or a Restricted Subsidiary or (iiB) make Restricted Payments without regards to Section 6.07.otherwise in connection with or contemplation of such acquisition); and

Prepayments of Junior Financing. Prepay, repay, redeem, purchase, defease or otherwise satisfy prior to scheduled maturity thereof any Junior Financing, except: (a) the refinancing thereof with the Net Cash Proceeds of, or in exchange for, any Permitted Refinancing Indebtedness; ; 171 US-DOCS\97700238.15141444430.9 (b) the conversion or exchange of any Junior Financing into or for Equity Interests (other than Disqualified Stock) of the Borrower or any Parent Entity; ; (c) the prepayment repayment, redemption, purchase, defeasance or satisfaction of any of Indebtedness of the Borrower or any of its Restricted Subsidiaries owed to the Borrower or any of its Restricted Subsidiaries; ; (d) the prepayment, repayment, redemption, purchase, defeasance or satisfaction of any Junior Financing with the proceeds of (i) any other Junior Financing or (ii) any Qualified Equity Interests or any cash contribution to the common equity capital of the Borrower after the Closing Date (other than any Cure Amount or Excluded Contribution) that is Not Otherwise Applied; provided that such prepayment, repayment, redemption, purchase, defeasance or satisfaction is made within 60 days after receipt of such proceeds and no Event of Default has occurred and is continuing; ; (e) payments or distributions in respect of all or any portion of such Junior Financing with the proceeds contributed directly or indirectly to the Borrower by any Parent Entity from the issuance, sale or exchange by any Parent Entity of Equity Interests (other than Disqualified Stock, Cure Amounts or Excluded Contributions) made within eighteen (18) months prior thereto and Not Otherwise Applied; ; (f) prepayments, repayments, redemptions, purchases, defeasances or satisfactions of any Junior Financing in an aggregate amount not to exceed, exceed the sum of: (i) when taken together with any Restricted Payments made under Section 6.07(14)(a), the greater of (iA) $125 125.0 million and (iiB) an amount equal to the Equivalent Percentage of the amount set forth in clause (iA) multiplied by TTM Consolidated EBITDA as of the applicable date of determination, in each case determined as of the time of making such prepayment, repayment, redemption, purchase, defeasance or satisfaction; provided, in each case, that no Event of Default shall have occurred and be continuing or shall result therefrom; ; and (ii) the Available Amount at such time; provided that (A) no Event of Default shall exist after giving effect to such Restricted Payment or shall result therefrom and (B) solely with respect to amounts attributable to clause (2) of the definition of the Available Amount, the Total Net Leverage Ratio (after giving Pro Forma Effect to such Restricted Payment) would be less than or equal to the Closing Date Total Net Leverage Ratio; (g) prepayments, repayments, redemptions, purchases, defeasances or satisfactions, of any Junior Financing so long as immediately prior to and the Total Net Leverage Ratio (after giving Pro Forma Effect to such prepayment, repayment, redemption, purchase, defeasance or satisfaction, the RP Payment Conditions are satisfied; or (h) any Specified Tender Offer; provided, however, that each would be less than or equal to 1.00x inside of the following shall be permitted: payments of regularly scheduled principal and interest (including default interest and any “AHYDO” catchClosing Date Total Net Leverage Ratio; or 172 US-up payment) on Junior Financing, fees related to Junior Financing, indemnity and expense reimbursement payments in connection with Junior Financing, and mandatory prepayments, mandatory redemptions and mandatory purchases of any Junior Financing (including any principal, premium or interest with respect thereto), in each case pursuant to the terms of the applicable Junior Financing Documentation. The amount set forth in clause (1)(f) of this Section 6.11 (without duplication) may be, in lieu of prepayments, repayments, redemptions, purchases, defeasances or satisfactions of any Junior Financing, be utilized by the Borrower or any Restricted Subsidiary to (i) make or hold any Investments without regards to Section 6.04 or (ii) make Restricted Payments without regards to Section 6.07.DOCS\97700238.15141444430.9

Prepayments of Junior Financing. PrepayMake any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, repay, redeem, purchase, defease by way of depositing money or otherwise satisfy prior to scheduled maturity thereof any Junior Financing, except: (a) the refinancing thereof securities with the Net Cash Proceeds oftrustee with respect thereto before due for the purpose of paying when due), or in exchange forrefund, any Permitted Refinancing Indebtedness; (b) the conversion refinance or exchange of any Junior Financing into or for Equity Interests (other than Disqualified Stockx) Indebtedness in excess of the Borrower Threshold Amount that is secured on a contractually junior basis to the Liens securing the Term Loans, (y) any Indebtedness in excess of the Threshold Amount that is contractually subordinated in right of payments to the Obligations or (z) any Parent Entity; Indebtedness in excess of the Threshold Amount that is unsecured (c(x), (y) the prepayment repaymentand (z) collectively, “Junior -133- Financing”) (it being understood that (A) payments of regularly scheduled principal and interest, (B) customary “AHYDO catchup” payments and (C) payments or notices with respect to mandatory redemption, purchaseprepayment or offer to purchase or redeem provisions, defeasance or satisfaction of any of Indebtedness of the Borrower or any of its Restricted Subsidiaries owed to the Borrower or any of its Restricted Subsidiaries; (d) the prepaymentin each case, repaymentshall be permitted), redemption, purchase, defeasance or satisfaction of any Junior Financing with the proceeds of except (i) any other Junior Financing or (ii) any Qualified Equity Interests or any cash contribution to the common equity capital of the Borrower after the Closing Date (other than any Cure Amount or Excluded Contribution) that is Not Otherwise Applied; provided that such prepayment, repayment, redemption, purchase, defeasance or satisfaction is made within 60 days after receipt of such proceeds and so long as no Event of Default has occurred and is continuing; (e) payments continuing or distributions in respect of all or any portion of such Junior Financing with the proceeds contributed directly or indirectly to the Borrower by any Parent Entity from the issuancewould result therefrom, sale or exchange by any Parent Entity of Equity Interests (other than Disqualified Stock, Cure Amounts or Excluded Contributions) made within eighteen (18) months prior thereto and Not Otherwise Applied; (f) prepayments, repayments, redemptions, purchases, defeasances or satisfactions and other payments in respect of any Junior Financing Financings prior to their scheduled maturity in an aggregate amount not to exceed, when taken together combined with any the aggregate amount of Investments made pursuant to Section 7.02(f) and Restricted Payments made under Section 6.07(14)(apursuant to ‎Section 7.06(d), $100,000,000 in any fiscal year (provided that any unused portion may be carried forward to the greater of (i) $125 million and immediately succeeding fiscal year), (ii) an amount equal to the Equivalent Percentage of the amount set forth in clause (i) multiplied by TTM Consolidated EBITDA so long as of the applicable date of determination, in each case determined as of the time of making such prepayment, repayment, redemption, purchase, defeasance or satisfaction; provided, in each case, that no Event of Default shall have has occurred and be is continuing or shall would result therefrom; (g) , prepayments, repayments, redemptions, or purchases, defeasances or satisfactions, and other payments in respect of any Junior Financing Financings prior to their scheduled maturity in an unlimited amount so long as immediately prior to and after giving the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Effect Basis is less than or equal to such prepayment4.00 to 1.00, repayment(iii) the refinancing thereof with the Net Proceeds of any Indebtedness permitted by Section 7.03(k), redemption, (iv) the purchase, defeasance payment, prepayment or satisfaction, the RP Payment Conditions are satisfied; or (h) any Specified Tender Offer; provided, however, that each of the following shall be permitted: payments of regularly scheduled principal and interest (including default interest and any “AHYDO” catch-up payment) on Junior Financing, fees related to Junior Financing, indemnity and expense reimbursement payments in connection with Junior Financing, and mandatory prepayments, mandatory redemptions and mandatory purchases redemption of any other Junior Financing (including any principalfees, premium expenses or interest charges related to such purchase, payment, prepayment or redemption of a Junior Financing) with respect thereto)the Net Cash Proceeds of any Equity Issuance so long as such Net Cash Proceeds are used to make such purchase, in each case pursuant to the terms payment, prepayment or redemption (including any related fees, expenses or charges) within 120 days of the applicable Junior Financing Documentation. The amount set forth in clause (1)(f) receipt of this Section 6.11 (without duplication) may be, in lieu of prepayments, repayments, redemptions, purchases, defeasances or satisfactions of any Junior Financing, be utilized such Net Cash Proceeds by the Borrower or any Restricted Subsidiary to the extent such Net Cash Proceeds are not otherwise applied and (iv) make or hold any Investments without regards to Section 6.04 or (ii) make Restricted Payments without regards to Section 6.07the redemption of the Existing Notes on the Closing Date.

Prepayments of Junior Financing. Prepay, repay, redeem, purchase, defease or otherwise satisfy prior to scheduled maturity thereof any Junior Financing, except: (a) the refinancing thereof with the Net Cash Proceeds of, or in exchange for, any Permitted Refinancing Indebtedness; ; (b) the conversion or exchange of any Junior Financing into or for Equity Interests (other than Disqualified Stock) of the Borrower or any Parent Entity; ; (c) the prepayment repayment, redemption, purchase, defeasance or satisfaction of any of Indebtedness of the Borrower or any of its Restricted Subsidiaries owed to the Borrower or any of its Restricted Subsidiaries; ; (d) the prepayment, repayment, redemption, purchase, defeasance or satisfaction of any Junior Financing with the proceeds of (i) any other Junior Financing or (ii) any Qualified Equity Interests or any cash contribution to the common equity capital of the Borrower after the Closing Date (other than any Cure Amount or Excluded Contribution) that is Not Otherwise Applied; provided that such prepayment, repayment, redemption, purchase, defeasance or satisfaction is made within 60 days after receipt of such proceeds and no Event of Default has occurred and is continuing; ; (e) payments or distributions in respect of all or any portion of such Junior Financing with the proceeds contributed directly or indirectly to the Borrower by any Parent Entity from the issuance, sale or exchange by any Parent Entity of Equity Interests (other than Disqualified Stock, Cure Amounts or Excluded Contributions) made within eighteen (18) months prior thereto and Not Otherwise Applied; (f) prepayments, repayments, redemptions, purchases, defeasances or satisfactions of any Junior Financing in an aggregate amount not to exceed, when taken together with any Restricted Payments made under Section 6.07(14)(a), the greater of (i) $125 million and (ii) an amount equal to the Equivalent Percentage of the amount set forth in clause (i) multiplied by TTM Consolidated EBITDA as of the applicable date of determination, in each case determined as of the time of making such prepayment, repayment, redemption, purchase, defeasance or satisfaction; provided, in each case, that no Event of Default shall have occurred and be continuing or shall result therefrom; (g) prepayments, repayments, redemptions, purchases, defeasances or satisfactions, of any Junior Financing so long as immediately prior to and after giving Pro Forma Effect to such prepayment, repayment, redemption, purchase, defeasance or satisfaction, the RP Payment Conditions are satisfied; or (h) any Specified Tender Offer; provided, however, that each of the following shall be permitted: payments of regularly scheduled principal and interest (including default interest and any “AHYDO” catch-up payment) on Junior Financing, fees related to Junior Financing, indemnity and expense reimbursement payments in connection with Junior Financing, and mandatory prepayments, mandatory redemptions and mandatory purchases of any Junior Financing (including any principal, premium or interest with respect thereto), in each case pursuant to the terms of the applicable Junior Financing Documentation. The amount set forth in clause (1)(f) of this Section 6.11 (without duplication) may be, in lieu of prepayments, repayments, redemptions, purchases, defeasances or satisfactions of any Junior Financing, be utilized by the Borrower or any Restricted Subsidiary to (i) make or hold any Investments without regards to Section 6.04 or (ii) make Restricted Payments without regards to Section 6.07.

Prepayments of Junior Financing. Prepay, repay, redeem, purchase, defease or otherwise satisfy prior to the date that is one year before the scheduled maturity thereof any Junior Financing, except: Financing (a) the refinancing thereof with the Net Cash Proceeds of, or in exchange for, any Permitted Refinancing Indebtedness; (b) the conversion or exchange of any Junior Financing into or for Equity Interests (other than Disqualified Stock) of the Borrower or any Parent Entity; (c) the prepayment repayment, redemption, purchase, defeasance or satisfaction of any of Indebtedness of the Borrower or any of its Restricted Subsidiaries owed to the Borrower or any of its Restricted Subsidiaries; (d) the prepayment, repayment, redemption, purchase, defeasance or satisfaction of any Junior Financing with the proceeds of (i) any other Junior Financing or (ii) any Qualified Equity Interests or any cash contribution to the common equity capital of the Borrower after the Closing Date (other than any Cure Amount or Excluded Contribution) that is Not Otherwise Applied; provided that such prepayment, repayment, redemption, purchase, defeasance or satisfaction is made within 60 days after receipt of such proceeds and no Event of Default has occurred and is continuing; (e) payments or distributions in respect of all or any portion of such Junior Financing with the proceeds contributed directly or indirectly to the Borrower by any Parent Entity from the issuance, sale or exchange by any Parent Entity of Equity Interests (other than Disqualified Stock, Cure Amounts or Excluded Contributions) made within eighteen (18) months prior thereto and Not Otherwise Applied; (f) prepayments, repayments, redemptions, purchases, defeasances or satisfactions of any Junior Financing in an aggregate amount not to exceed, when taken together with any Restricted Payments made under Section 6.07(14)(a), the greater of (i) $125 million and (ii) an amount equal to the Equivalent Percentage of the amount set forth in clause (i) multiplied by TTM Consolidated EBITDA as of the applicable date of determination, in each case determined as of the time of making such prepayment, repayment, redemption, purchase, defeasance or satisfaction; provided, in each case, that no Event of Default shall have occurred and be continuing or shall result therefrom; (g) prepayments, repayments, redemptions, purchases, defeasances or satisfactions, of any Junior Financing so long as immediately prior to and after giving Pro Forma Effect to such prepayment, repayment, redemption, purchase, defeasance or satisfaction, the RP Payment Conditions are satisfied; ora “Junior Debt Repayment”), except: (hi) Junior Debt Repayments with the proceeds of, or in exchange for, any Specified Tender Offer(A) Permitted Refinancing or (B) other Junior Financing or Junior Lien Debt; (ii) Junior Debt Repayments (A) made with Qualified Equity Interests of Holdings or any Parent Entity, with the proceeds of an issuance of any such Equity Interests or with the proceeds of a contribution to the capital of the Parent after the Closing Date that is Not Otherwise Applied or (B) consisting of the conversion of any Junior Financing to Equity Interests; (iii) Junior Debt Repayments of Indebtedness of the Parent or any Restricted Subsidiary owed to Holdings, Parent, the Borrowers or a Restricted Subsidiary; (iv) Junior Debt Repayments of Indebtedness of any Person that becomes a Restricted Subsidiary after the Closing Date in connection with a transaction not prohibited by the Loan Documents; (v) Junior Debt Repayments within 60 days of giving notice thereof if at the date of such notice, such payment would have been permitted hereunder; (vi) Junior Debt Repayments made in connection with the Transactions; (vii) Junior Debt Repayments consisting of the payment of regularly scheduled interest and principal payments, payments of fees, expenses, penalty interest and indemnification obligations when due, other than payments prohibited by any applicable subordination provisions; (viii) Junior Debt Repayments consisting of a payment to avoid the application of Section 163(e)(5) of the Code (an “AHYDO Catch Up Payment”); (ix) Junior Debt Repayments; provided that the Total Net Leverage Ratio (after giving Pro Forma Effect to such Junior Debt Repayment) for the Test Period immediately preceding the making of such Junior Debt Repayment shall be less than or equal to the Closing Date Total Net Leverage Ratio less 1.75 to 1.00; provided that no Event of Default has occurred or is continuing or would result therefrom; and (x) Junior Debt Repayments in an aggregate amount not to exceed the sum of: (A) the Available Amount at such time; provided that (1) that no Event of Default shall have occurred and be continuing or would result therefrom and (2) other than with respect to amounts under clause (c) of the definition of Available Amount, the Total Net Leverage Ratio (after giving Pro Forma Effect to the incurrence of such Restricted Payment) for the most recently ended Test Period shall be less than or equal to the Closing Date Total Net Leverage Ratio; and (B) together with any Restricted Payments under Section 7.06(s)(ii), the greater of (A) 25.00% of Closing Date EBITDA and (B) 25.00% of TTM Consolidated Adjusted EBITDA of the Parent on a Pro Forma Basis as of the applicable date of determination. provided, however, that each of the following shall be permitted: payments of regularly scheduled principal and interest (including default interest and any “AHYDO” catch-up payment) on Junior Financing, payments of closing and consent fees related to Junior Financing, indemnity and expense reimbursement payments in connection with Junior Financing, and mandatory prepayments, mandatory redemptions and mandatory purchases of any Junior Financing (including any principal, premium or interest with respect thereto)purchases, in each case pursuant to the terms of the applicable Junior Financing Documentation. The amount set forth in clause (1)(fSection 7.09(a)(x)(B) of this Section 6.11 (without duplication) may bemay, in lieu of prepayments, repayments, redemptions, purchases, defeasances or satisfactions of any Junior Financing, Debt Repayments be utilized by the Borrower Parent or any Restricted Subsidiary to (i) make or hold any Investments without regards regard to Section 6.04 7.02. The amount of any Junior Debt Repayment at any time shall be the amount of cash and the fair market value of other property used to make the Junior Debt Repayment at the time such Junior Debt Repayment is made. For purposes of determining compliance with this Section 7.09(a), in the event that any prepayment, repayment, redemption, purchase, defeasance or satisfaction (iior any portion thereof) make Restricted Payments without regards to Section 6.07meets the criteria of more than one of the categories set forth above, the Borrower Representative may, in its sole discretion, at the time of such prepayment, repayment, redemption, purchase, defeasance or satisfaction is made, divide, classify, or reclassify, or at any later time divide, classify or reclassify, such prepayment, repayment, redemption, purchase, defeasance or satisfaction (or any portion thereof) in any manner that complies with this covenant on the date it was made or such later time, as applicable.