Common use of Restricted Debt Payments Clause in Contracts

Restricted Debt Payments. No Loan Party will, nor will it permit any Restricted Subsidiary to pay or make, or agree to pay or make, directly or indirectly, any voluntary principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Junior Indebtedness prior to the scheduled maturity thereof (it being understood that payments of regularly scheduled principal, interest, mandatory prepayments, mandatory offers to purchase, fees, expenses and indemnification obligations shall be permitted) (any such payment, purchase, redemption, defeasance or other acquisition, a “Restricted Debt Payment”), except: (a) Restricted Debt Payments in an aggregate amount not to exceed the greater of (i) $25 million and (ii) 25% of EBITDA for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent; (b) additional Restricted Debt Payments, so long as (i) no Event of Default has occurred and is continuing or would immediately result therefrom and (ii) the Total Net Leverage Ratio for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent does not exceed 3.50 to 1.00 on a pro forma basis (after giving effect to the making of such Restricted Debt Payment); (c) refinancings of Junior Indebtedness with the proceeds of other Indebtedness permitted under Section 6.01(f); (d) payments of Junior Indebtedness that becomes due as a result of (A) the voluntary sale or transfer of assets or (B) any casualty or condemnation proceeding (including a disposition in lieu thereof) of any assets, subject to any right held by the Lenders under this Agreement; (e) payments of or in respect of Junior Indebtedness made solely with Equity Interests in Holdings (other than Disqualified Equity Interests); (f) repurchases, exercises, redemptions, settlements, early terminations, early cancellations or conversions of (whether in whole or in part and including by netting or set-off) any Convertible Debt permitted under Section 6.01(s), whether settled in (i) Equity Interests (other than Disqualified Equity Interests) of Holdings, (ii) cash in lieu thereof or (iii) a combination of Equity Interests (other than Disqualified Equity Interests) of Holdings and cash in lieu thereof; provided, that any cash settlement or termination consummated pursuant to clause (ii) or clause (iii) hereof shall also be independently permitted under (independent of this clause (f)) and deemed a usage of Section 6.08(a), Section 6.08(b) or Section 6.08(c); and (g) payments of or in respect of (i) Junior Indebtedness incurred by any Subsidiary that is not a Loan Party or (ii) Indebtedness incurred by any Subsidiary that is not a Loan Party which is owing to any Loan Party.

Restricted Debt Payments. No Loan Party will, nor will it permit any Restricted Subsidiary to pay or make, or agree to pay or make, directly or indirectly, any voluntary principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Junior Indebtedness prior to the scheduled maturity thereof (it being understood that payments of regularly scheduled principal, interest, mandatory prepayments, mandatory offers to purchase, fees, expenses and indemnification obligations shall be permitted) (any such payment, purchase, redemption, defeasance or other acquisition, a “Restricted Debt Payment”), except:100 (a) Restricted Debt Payments in an aggregate amount not to exceed the greater of (i) $25 20 million and (ii) 2520% of EBITDA for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent; ; (b) additional Restricted Debt Payments, so long as (i) no Event of Default has occurred and is continuing or would immediately result therefrom and (ii) the Total Net Leverage Ratio for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent does not exceed 3.50 6.00 to 1.00 on a pro forma basis (after giving effect to the making of such Restricted Debt Payment); ; (c) refinancings of Junior Indebtedness with the proceeds of other Indebtedness permitted under Section 6.01(f); ; (d) payments of Junior Indebtedness that becomes due as a result of (A) the voluntary sale or transfer of assets or (B) any casualty or condemnation proceeding (including a disposition in lieu thereof) of any assets, subject to any right held by the Lenders under this Agreement; ; (e) payments of or in respect of Junior Indebtedness made solely with Equity Interests in Holdings (other than Disqualified Equity Interests); ; (f) repurchases, exercises, redemptions, settlements, early terminations, early cancellations or conversions of (whether in whole or in part and including by netting or set-off) any Convertible Debt permitted under Section 6.01(s), whether settled in (i) Equity Interests (other than Disqualified Equity Interests) of Holdings, (ii) cash in lieu thereof or (iii) a combination of Equity Interests (other than Disqualified Equity Interests) of Holdings and cash in lieu thereof; provided, that any cash settlement or termination consummated pursuant to clause (ii) or clause (iii) hereof shall also be independently permitted under (independent of this clause (f)) and deemed a usage of subject to compliance with Section 6.08(a), Section 6.08(b) or Section 6.08(c); and and (g) payments of or in respect of (i) Junior Indebtedness incurred by any Subsidiary that is not a Loan Party or (ii) Indebtedness incurred by any Subsidiary that is not a Loan Party which is owing to any Loan Party.

Restricted Debt Payments. No Loan Party willThe Company will not, nor will it permit any Restricted Subsidiary to pay or make, or agree to pay or maketo, directly or indirectly, pay or make any voluntary principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Junior Indebtedness prior to the scheduled maturity thereof (it being understood that payments of regularly scheduled principal, interest, mandatory prepayments, mandatory offers to purchase, fees, expenses and indemnification obligations shall be permitted) (any such payment, purchase, redemption, defeasance or other acquisition, a “Restricted Debt Payment”), Payment except: (a) subject to the terms of any applicable subordination provisions, the Company or any Subsidiary may: (i) make all regularly scheduled payments of principal, interest, fees and premiums and all payments of indemnities and expenses in respect of any Junior Financing when due; (ii) pay customary closing, consent and similar fees related to any Junior Financing; (iii) make mandatory prepayments, mandatory redemptions and mandatory purchases, in each case pursuant to the terms governing any Junior Financing as in effect on the date of incurrence or issuance (including in connection with a refinancing thereof) of such Junior Financing (iv) prepay Indebtedness (x) of the Company or any Subsidiary owed to the Company or any Guarantor Subsidiary, (y) of any Non-Credit Party owed to any Non-Credit Party or (z) of the Company or any Guarantor Subsidiary to any Non-Credit Party to the extent the amount of such prepayment is treated as an Investment in Non-Credit Parties and may be made in compliance with Section 6.6, (v) convert any intercompany Indebtedness of any Subsidiary to the Company or to any other Subsidiary into Capital Stock of such Subsidiary; (vi) prepay or refinance any Junior Financing (including the payment of any premium in connection therewith) with the proceeds of any other Junior Financing otherwise permitted by Section 6.1 (including any Permitted Refinancing thereof and/or or with the proceeds of any sale of or contribution to the Capital Stock of the Company (other than the proceeds of any Specified Equity Contribution)) to the extent such proceeds are not otherwise used under this Agreement and do not increase the Available Amount; and (vii) convert any Junior Financing to Capital Stock (other than Disqualified Capital Stock) of the Company or of any Parent; (b) subject to the terms of any applicable subordination provisions, the Company or any Subsidiary may, after the fifth anniversary of the incurrence of any Junior Financing, make any payments necessary to prevent any such Indebtedness from being treated as “applicable high yield discount obligations” under Section 163(e)(5) or Section 163(i) of the Internal Revenue Code; (c) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments made from the net cash proceeds received by the Company after the Closing Date pursuant to contributions to its common equity capital or issuances of its Capital Stock (other than Disqualified Capital Stock and, in all cases, other than proceeds of any Specified Equity Contribution) of the Company or any Parent (other than to the extent otherwise used under this Agreement or applied to the Available Amount) that are used substantially contemporaneously to make such Restricted Debt Payment; (d) Restricted Debt Payments in an aggregate amount not to exceed the greater Available Amount (excluding clause (a)(x) of the definition of “Available Amount”) as in effect immediately before such Restricted Debt Payment; provided that (i) $25 million no Event of Default has occurred and is continuing or would result therefrom and (ii) 25% if the Restricted Debt Payments are being made exclusively in reliance on clauses (a)(i) and/or (a)(ii) of EBITDA for the most recently ended Reference Period for which financial statements have been (definition of “Available Amount”, the Total Leverage Ratio at the time of making such Restricted Debt Payment shall be less than or were required equal to be) delivered to the Administrative Agent2.50:1.00; (be) additional Restricted Debt Payments, so long as (i) no Event of Default has occurred and is continuing at such time or would immediately result therefrom after giving effect to such Restricted Debt Payment and (ii) the Total Net Leverage Ratio for at the most recently ended Reference Period for which financial statements have been time of making such Restricted Debt Payment (or were required to be) delivered to the Administrative Agent does not exceed 3.50 to 1.00 on a pro forma basis (after giving effect to taking into account the making of such Restricted Debt Payment); (c) refinancings of Junior Indebtedness with the proceeds of other Indebtedness permitted under Section 6.01(f); (d) payments of Junior Indebtedness that becomes due as a result of (A) the voluntary sale or transfer of assets or (B) any casualty or condemnation proceeding (including a disposition in lieu thereof) of any assets, subject to any right held by the Lenders under this Agreement; (e) payments of or in respect of Junior Indebtedness made solely with Equity Interests in Holdings (other is less than Disqualified Equity Interests);2.00:1.00; and (f) repurchasesas long as no Event of Default has occurred and is continuing at such time or would result after giving effect thereto, exercisesRestricted Debt Payments in an aggregate amount not to exceed $5,000,000 in any Fiscal Year. For purposes of determining compliance with this Section 6.4: (1) the amount set forth in Section 6.4(f) (without duplication) may, redemptions, settlements, early terminations, early cancellations or conversions of (whether in whole or in part and including by netting or set-off) any Convertible Debt permitted under Section 6.01(s), whether settled in (i) Equity Interests (other than Disqualified Equity Interests) of Holdings, (ii) cash in lieu thereof of Restricted Debt Payments, be utilized by the Company or (iii) a combination of Equity Interests (other than Disqualified Equity Interests) of Holdings and cash any Subsidiary to make or hold any Investments in lieu thereof; provided, that any cash settlement or termination consummated pursuant to clause (ii) or clause (iii) hereof shall also be independently permitted under (independent of this clause (f)) and deemed a usage of accordance with Section 6.08(a), Section 6.08(b) or Section 6.08(c6.6(y); and (g2) payments in the event that any Restricted Debt Payment (or any portion thereof) meets the criteria of more than one of the clauses of this Section 6.4, the Company may, in its sole discretion, at the time of making such payment, divide, classify or reclassify, or at any later time divide, classify or reclassify, such Restricted Debt Payment (or any portion thereof) in respect of (i) Junior Indebtedness incurred by any Subsidiary manner that is not a Loan Party or (ii) Indebtedness incurred by any Subsidiary that is not a Loan Party which is owing to any Loan Partycomplies with this covenant.

Restricted Debt Payments. No Loan Party will, nor will it permit Make any Restricted Subsidiary to pay or make, or agree to pay or make, directly or indirectly, any voluntary principal payment on or Debt Payments except for (other than with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Junior Indebtedness prior to clause (b) of the scheduled maturity thereof (it being understood that payments definition of regularly scheduled principal, interest, mandatory prepayments, mandatory offers to purchase, fees, expenses and indemnification obligations shall be permitted) (any such payment, purchase, redemption, defeasance or other acquisition, a “Restricted Debt Payment”), except:Payments unless expressly set forth in clause (iv) below): (ai) Refinancing Indebtedness thereof permitted by Section 6.1; (ii) [reserved]; (iii) [reserved]; (iv) Restricted Debt Payments in an aggregate amount not to exceed of the greater of (i) $25 million and (ii) 25% of EBITDA for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered Prepetition Senior Secured Notes, solely as adequate protection to the Administrative Agent;extent permitted pursuant to the Financing Orders; and (bv) additional Restricted Debt Payments, so long as (i) Payments of Indebtedness constituting Permitted Intercompany Investments; provided that no Default or Event of Default has occurred and is continuing or would immediately result therefrom and (ii) therefrom; If permitted by the Total Net Leverage Ratio for agreements or instruments governing the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent does not exceed 3.50 to 1.00 on a pro forma basis (after giving effect to the making of such Indebtedness described above, any Restricted Debt Payment); (c) refinancings Payment permitted above with respect to such Indebtedness may be made by way of Junior Indebtedness irrevocably depositing with the proceeds of trustee or paying agent with respect thereto, lender thereunder or any other Indebtedness permitted under Section 6.01(f); (d) payments of Junior Indebtedness that becomes due as a result of (A) the voluntary sale or transfer of assets or (B) any casualty or condemnation proceeding (including a disposition in lieu thereof) of any assets, subject to any right held by the Lenders under this Agreement; (e) payments of or in respect of Junior Indebtedness made solely with Equity Interests in Holdings Person (other than Disqualified Equity Interests); the Company or any Affiliate thereof) designated in accordance with the agreements or instruments governing such Indebtedness, cash or Cash Equivalents in the amount of such Indebtedness (ftogether with accrued interest and interest which accrues up to and including the due date of such Indebtedness) repurchasesbefore such Indebtedness is due for the purpose of discharging, exercises, redemptions, settlements, early terminations, early cancellations redeeming or conversions of otherwise paying in full such Indebtedness (whether in whole or in part and including by netting or set-off) any Convertible Debt permitted under Section 6.01(s), whether settled in (i) Equity Interests (other than Disqualified Equity Interests) of Holdings, (ii) cash in lieu thereof or (iii) a combination of Equity Interests (other than Disqualified Equity Interests) of Holdings and cash in lieu thereof; provided, that any cash settlement or termination consummated pursuant to clause (ii) a tender offer, optional redemption, or clause (iii) hereof shall also be independently permitted under (independent of this clause (fotherwise)) and deemed a usage of Section 6.08(a), Section 6.08(b) or Section 6.08(c); and (g) payments of or in respect of (i) Junior Indebtedness incurred by any Subsidiary that is not a Loan Party or (ii) Indebtedness incurred by any Subsidiary that is not a Loan Party which is owing to any Loan Party.

Restricted Debt Payments. No Loan Party will, nor will it permit any Restricted Subsidiary to pay or make, or agree to pay or make, directly or indirectly, any voluntary principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Junior Indebtedness prior to the scheduled maturity thereof (it being understood that payments of regularly scheduled principal, interest, mandatory prepayments, mandatory offers to purchase, fees, expenses and indemnification obligations shall be permitted) (any such payment, purchase, redemption, defeasance or other acquisition, a “Restricted Debt Payment”), except: (a) Restricted Debt Payments in an aggregate amount not to exceed the greater of (i) $25 15.0 million and (ii) 2515% of EBITDA for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent; (b) additional Restricted Debt Payments, so long as (i) no Event of Default has occurred and is continuing or would immediately result therefrom therefrom, (ii) immediately before and after giving effect to such Restricted Debt Payment, the Loan Parties shall be in pro forma compliance with the Financial Covenant for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent and (iiiii) the Total Net Leverage Ratio for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent does not exceed 3.50 6.00 to 1.00 on a pro forma basis (after giving effect to the making of such Restricted Debt Payment); (c) refinancings of Junior Indebtedness with the proceeds of other Indebtedness permitted under Section 6.01(f); (d) payments of Junior Indebtedness that becomes due as a result of (A) the voluntary sale or transfer of assets or (B) any casualty or condemnation proceeding (including a disposition in lieu thereof) of any assets, subject to any right held by the Lenders under this Agreement;; and (e) payments of or in respect of Junior Indebtedness made solely with Equity Interests in Holdings (other than Disqualified Equity Interests); (f) repurchases, exercises, redemptions, settlements, early terminations, early cancellations or conversions of (whether in whole or in part and including by netting or set-off) any Convertible Debt permitted under Section 6.01(s), whether settled in (i) Equity Interests (other than Disqualified Equity Interests) of Holdings, (ii) cash in lieu thereof or (iii) a combination of Equity Interests (other than Disqualified Equity Interests) of Holdings and cash in lieu thereof; provided, that any cash settlement or termination consummated pursuant to clause (ii) or clause (iii) hereof shall also be independently permitted under (independent of this clause (f)) and deemed a usage of Section 6.08(a), Section 6.08(b) or Section 6.08(c); and (g) payments of or in respect of (i) Junior Indebtedness incurred by any Subsidiary that is not a Loan Party or (ii) Indebtedness incurred by any Subsidiary that is not a Loan Party which is owing to any Loan Party.

Restricted Debt Payments. No Loan Party will, nor will it permit any Restricted Subsidiary to pay or make, or agree to pay or make, directly or indirectly, any voluntary principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Junior Indebtedness prior to the scheduled maturity thereof (it being understood that payments of regularly scheduled principal, interest, mandatory prepayments, mandatory offers to purchase, fees, expenses and indemnification obligations shall be permitted) (any such payment, purchase, redemption, defeasance or other acquisition, a “Restricted Debt Payment”), except: (a) Restricted Debt Payments in an aggregate amount not to exceed the greater of (i) $25 19.5 million and (ii) 2515% of EBITDA for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent; (b) additional Restricted Debt Payments, so long as (i) no Event of Default has occurred and is continuing or would immediately result therefrom therefrom, (ii) immediately before and after giving effect to such Restricted Debt Payment, the Loan Parties shall be in pro forma compliance with the Financial Covenants for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent and (iiiii) the Total Net Leverage Ratio for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent does not exceed 3.50 6.00 to 1.00 on a pro forma basis (after giving effect to the making of such Restricted Debt Payment); (c) refinancings of Junior Indebtedness with the proceeds of other Indebtedness permitted under Section 6.01(f); (d) payments of Junior Indebtedness that becomes due as a result of (A) the voluntary sale or transfer of assets or (B) any casualty or condemnation proceeding (including a disposition in lieu thereof) of any assets, subject to any right held by the Lenders under this Agreement; (e) payments of or in respect of Junior Indebtedness made solely with Equity Interests in Holdings (other than Disqualified Equity Interests); (f) repurchases, exercises, redemptions, settlements, early terminations, early cancellations or conversions of (whether in whole or in part and including by netting or set-off) any Convertible Debt permitted under Section 6.01(s), whether settled in (i) Equity Interests (other than Disqualified Equity Interests) of Holdings, (ii) cash in lieu thereof or (iii) a combination of Equity Interests (other than Disqualified Equity Interests) of Holdings and cash in lieu thereof; provided, that any cash settlement or termination consummated pursuant to clause (ii) or clause (iii) hereof shall also be independently permitted under (independent of this clause (f)) and deemed a usage of subject to compliance with Section 6.08(a), Section 6.08(b) or Section 6.08(c); and (g) payments of or in respect of (i) Junior Indebtedness incurred by any Subsidiary that is not a Loan Party or (ii) Indebtedness incurred by any Subsidiary that is not a Loan Party which is owing to any Loan Party.

Restricted Debt Payments. No Loan Party will, nor will it permit any Restricted Subsidiary to pay or make, or agree to pay or make, directly or indirectly, any voluntary principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Junior Indebtedness prior to the scheduled maturity thereof (it being understood that payments of regularly scheduled principal, interest, mandatory prepayments, mandatory offers to purchase, fees, expenses and indemnification obligations shall be permitted) (any such payment, purchase, redemption, defeasance or other acquisition, a “Restricted Debt Payment”), except: (a) Restricted Debt Payments in an aggregate amount not to exceed the greater of (i) $25 19.5 million and (ii) 2515% of EBITDA for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent;; ​ (b) additional Restricted Debt Payments, so long as (i) no Event of Default has occurred and is continuing or would immediately result therefrom therefrom, (ii) immediately before and after giving effect to such Restricted Debt Payment, the Loan Parties shall be in pro forma compliance with the Financial Covenants for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent and (iiiii) the Total Net Leverage Ratio for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent does not exceed 3.50 6.00 to 1.00 on a pro forma basis (after giving effect to the making of such Restricted Debt Payment);; ​ (c) refinancings of Junior Indebtedness with the proceeds of other Indebtedness permitted under Section 6.01(f); (d) payments of Junior Indebtedness that becomes due as a result of (A) the voluntary sale or transfer of assets or (B) any casualty or condemnation proceeding (including a disposition in lieu thereof) of any assets, subject to any right held by the Lenders under this Agreement;; ​ (e) payments of or in respect of Junior Indebtedness made solely with Equity Interests in Holdings (other than Disqualified Equity Interests);; ​ (f) repurchases, exercises, redemptions, settlements, early terminations, early cancellations or conversions of (whether in whole or in part and including by netting or set-off) any Convertible Debt permitted under Section 6.01(s), whether settled in (i) Equity Interests (other than Disqualified Equity Interests) of Holdings, (ii) cash in lieu thereof or (iii) a combination of Equity Interests (other than Disqualified Equity Interests) of Holdings and cash in lieu thereof; provided, that any cash settlement or termination consummated pursuant to clause (ii) or clause (iii) hereof shall also be independently permitted under (independent of this clause (f)) and deemed a usage of subject to compliance with Section 6.08(a), Section 6.08(b) or Section 6.08(c); and (g) payments of or in respect of (i) Junior Indebtedness incurred by any Subsidiary that is not a Loan Party or (ii) Indebtedness incurred by any Subsidiary that is not a Loan Party which is owing to any Loan Party.. ​ ​ ​

Restricted Debt Payments. No Loan Party will, nor will it permit any Restricted Subsidiary to pay or make, or agree to pay or make, directly or indirectly, any voluntary principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Junior Indebtedness prior to the scheduled maturity thereof (it being understood that payments of regularly scheduled principal, interest, mandatory prepayments, mandatory offers to purchase, fees, expenses and indemnification obligations shall be permitted) (any such payment, purchase, redemption, defeasance or other acquisition, a “Restricted Debt Payment”), except: (a) Restricted Debt Payments in an aggregate amount not to exceed the greater of (i) $25 20 million and (ii) 2520% of EBITDA for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent; (b) additional Restricted Debt Payments, so long as (i) no Event of Default has occurred and is continuing or would immediately result therefrom and (ii) the Total Net Leverage Ratio for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent does not exceed 3.50 6.00 to 1.00 on a pro forma basis (after giving effect to the making of such Restricted Debt Payment); (c) refinancings of Junior Indebtedness with the proceeds of other Indebtedness permitted under Section 6.01(f); (d) payments of Junior Indebtedness that becomes due as a result of (A) the voluntary sale or transfer of assets or (B) any casualty or condemnation proceeding (including a disposition in lieu thereof) of any assets, subject to any right held by the Lenders under this Agreement; (e) payments of or in respect of Junior Indebtedness made solely with Equity Interests in Holdings (other than Disqualified Equity Interests); (f) repurchases, exercises, redemptions, settlements, early terminations, early cancellations or conversions of (whether in whole or in part and including by netting or set-off) any Convertible Debt permitted under Section 6.01(s), whether settled in (i) Equity Interests (other than Disqualified Equity Interests) of Holdings, (ii) cash in lieu thereof or (iii) a combination of Equity Interests (other than Disqualified Equity Interests) of Holdings and cash in lieu thereof; provided, that any cash settlement or termination consummated pursuant to clause (ii) or clause (iii) hereof shall also be independently permitted under (independent of this clause (f)) and deemed a usage of subject to compliance with Section 6.08(a), Section 6.08(b) or Section 6.08(c); and (g) payments of or in respect of (i) Junior Indebtedness incurred by any Subsidiary that is not a Loan Party or (ii) Indebtedness incurred by any Subsidiary that is not a Loan Party which is owing to any Loan Party.

Restricted Debt Payments. No Loan Party willThe Borrower shall not, nor will shall it permit any Restricted Subsidiary to pay or maketo, or agree to pay or make, directly or indirectly, make any voluntary principal payment in Cash on or with in respect toof principal of any Restricted Debt, including any sinking fund or similar deposit, on account of the prepayment, purchase, redeemredemption, defease retirement, acquisition, cancellation or otherwise acquire or retire for value termination of any Junior Indebtedness prior to the scheduled maturity thereof Restricted Debt (collectively, “Restricted Debt Payments”) (it being understood that payments, prepayments, other distributions, purchases, redemptions or acquisitions for value required by the terms of any of the Borrower’s convertible securities shall not be considered “voluntary” for purposes of this Section 6.04(b)), except: (i) payments of regularly scheduled principal, interest, mandatory prepayments, mandatory offers to purchase, interest and payments of fees, expenses and indemnification obligations shall be permitted) as and when due (any such payment, purchase, redemption, defeasance or other acquisition, a “Restricted Debt Payment”than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof), except:including all scheduled interest due upon the Existing Convertible Notes; (a) Restricted Debt Payments in an aggregate amount not to exceed the greater of (i) $25 million and (ii) 25% payments with, or conversions to, Permitted Equity (and payment of EBITDA for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent; (b) additional Restricted Debt Payments, so long as (i) no Event cash in lieu of Default has occurred and is continuing or would immediately result therefrom and (ii) the Total Net Leverage Ratio for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent does not exceed 3.50 to 1.00 on a pro forma basis (after giving effect to the making of such Restricted Debt Paymentfractional shares); (ciii) refinancings (x) with respect to the Borrower’s convertible securities (including the Existing Convertible Notes): (i) from the proceeds of Junior Indebtedness or in consideration for other convertible securities, (ii) from the proceeds of or in consideration for Capital Stock of the Borrower, (iii) with respect to accrued and unpaid interest on such convertible securities, fractional convertible securities or fractional shares of the common stock of the Borrower, any payment of cash and (y) other payments upon the conversion or exercise, respectively, of the Existing Convertible Notes and the Borrower’s existing warrants to purchase the Common Stock of the Borrower; and (iv) payments, prepayments, distributions, purchases, redemptions and acquisitions made with the proceeds of other Indebtedness permitted under Section 6.01(f); (d) payments of Junior Indebtedness that becomes due as a result of (A) the voluntary sale or transfer of assets or (B) any casualty or condemnation proceeding (including a disposition in lieu thereof) of any assets, subject to any right held by the Lenders under this Agreement; (e) payments of or Permitted Refinancing in respect of Junior Indebtedness made solely with Equity Interests in Holdings (other than Disqualified Equity Interests); (f) repurchases, exercises, redemptions, settlements, early terminations, early cancellations or conversions of (whether in whole or in part and including by netting or set-off) any Convertible Debt permitted under Section 6.01(s), whether settled in (i) Equity Interests (other than Disqualified Equity Interests) of Holdings, (ii) cash in lieu thereof or (iii) a combination of Equity Interests (other than Disqualified Equity Interests) of Holdings and cash in lieu thereof; provided, that any cash settlement or termination consummated pursuant to clause (ii) or clause (iii) hereof shall also be independently permitted under (independent of this clause (f)) and deemed a usage of Section 6.08(a), Section 6.08(b) or Section 6.08(c); and (g) payments of or in respect of (i) Junior Indebtedness incurred by any Subsidiary that is not a Loan Party or (ii) Indebtedness incurred by any Subsidiary that is not a Loan Party which is owing to any Loan Partythe applicable Indebtedness.

Restricted Debt Payments. No Loan Party will, nor will it permit any Restricted Subsidiary to pay or make, or agree to pay or make, directly or indirectly, any voluntary principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Junior Indebtedness prior to the scheduled maturity thereof (it being understood that payments of regularly scheduled principal, interest, mandatory prepayments, mandatory offers to |US-DOCS\131811068.10|| purchase, fees, expenses and indemnification obligations shall be permitted) (any such payment, purchase, redemption, defeasance or other acquisition, a “Restricted Debt Payment”), except: (a) Restricted Debt Payments in an aggregate amount not to exceed the greater of (i) $25 30 million and (ii) 2520% of EBITDA for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent; (b) additional Restricted Debt Payments, so long as (i) no Event of Default has occurred and is continuing or would immediately result therefrom and (ii) the Total Net Leverage Ratio for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent does not exceed 3.50 to 1.00 on a pro forma basis (after giving effect to the making of such Restricted Debt Payment); (c) refinancings of Junior Indebtedness with the proceeds of other Indebtedness permitted under Section 6.01(f); (d) payments of Junior Indebtedness that becomes due as a result of (A) the voluntary sale or transfer of assets or (B) any casualty or condemnation proceeding (including a disposition in lieu thereof) of any assets, subject to any right held by the Lenders under this Agreement; (e) payments of or in respect of Junior Indebtedness made solely with Equity Interests in Holdings (other than Disqualified Equity Interests); (f) repurchases, exercises, redemptions, settlements, early terminations, early cancellations or conversions of (whether in whole or in part and including by netting or set-off) any Convertible Debt permitted under Section 6.01(s) (and, for the avoidance of doubt, the termination of any guarantees in respect thereof), whether settled in (i) Equity Interests (other than Disqualified Equity Interests) of Holdings, (ii) cash in lieu thereof or (iii) a combination of Equity Interests (other than Disqualified Equity Interests) of Holdings and cash in lieu thereof; provided, that any cash settlement or termination consummated pursuant to clause (ii) or clause (iii) hereof shall also be independently permitted under (independent of this clause (f)) and deemed a usage of Section 6.08(a), Section 6.08(b) or Section 6.08(c); and (g) payments of or in respect of (i) Junior Indebtedness incurred by any Subsidiary that is not a Loan Party or (ii) Indebtedness incurred by any Subsidiary that is not a Loan Party which is owing to any Loan Party.

Restricted Debt Payments. No Loan Party will, nor will it permit Make any Restricted Subsidiary to pay Debt Payments except for: (i) Refinancing Indebtedness thereof permitted by Section 6.1; (ii) the payment of scheduled principal installments, if any, and interest in respect of subordinated Indebtedness, including the Existing Senior Subordinated Notes (other than any such payment prohibited by the subordination provisions thereof); (iii) the payment of scheduled or makeaccrued interest in respect of the Senior Notes and any Permitted Additional Pari Passu Obligations (or any Refinancing Indebtedness in respect thereof); (iv) Restricted Debt Payments of the Senior Notes or any Permitted Additional Pari Passu Obligations solely with the proceeds from the sale, casualty or agree to pay other disposition of Senior Note Priority Collateral; (v) Restricted Debt Payments of the Senior Notes (or make, directly or indirectly, any voluntary principal payment on or Refinancing Indebtedness in respect thereof) with respect to, or purchase, redeem, defease or otherwise acquire or retire for value the net cash proceeds from any Junior Indebtedness prior capital contribution to the scheduled maturity Company or any sale or issuance of Stock (other than Prohibited Preferred Stock) to any Person that is not a Subsidiary of the Company in accordance with the requirements of this Agreement; provided that the Excess Availability for the 30 consecutive days immediately preceding such Restricted Debt Payment and Excess Availability on the date thereof (it being understood that payments of regularly scheduled principal, interest, mandatory prepayments, mandatory offers each as calculated on a pro forma basis after giving effect to purchase, fees, expenses and indemnification obligations shall be permitted) (any such payment, purchase, redemption, defeasance or other acquisition, a “Restricted Debt Payment”), except:) shall not be less than the Threshold Amount; (avi) Restricted Debt Payments of the Closing Date Senior Notes (or any Refinancing Indebtedness in respect thereof) with Exchange Senior Notes; (vii) Restricted Debt Payments of Indebtedness constituting Permitted Intercompany Investments; provided that no Default or Event of Default is continuing or would result therefrom; (viii) additional Restricted Debt Payments in an aggregate amount not to exceed the greater Basket Amount; provided that no Default or Event of (i) $25 million and (ii) 25% of EBITDA for the most recently ended Reference Period for which financial statements have been (Default is continuing or were required to be) delivered to the Administrative Agent;would result therefrom; and (bix) additional Restricted Debt PaymentsPayments during such time as the Payment Condition is satisfied. If permitted by the agreements or instruments governing the Indebtedness described above, so long as (i) no Event of Default has occurred and is continuing or would immediately result therefrom and (ii) the Total Net Leverage Ratio for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent does not exceed 3.50 to 1.00 on a pro forma basis (after giving effect to the making of such any Restricted Debt Payment); (c) refinancings Payment permitted above with respect to such Indebtedness may be made by way of Junior Indebtedness irrevocably depositing with the proceeds of trustee or paying agent with respect thereto or any other Indebtedness permitted under Section 6.01(f); (d) payments of Junior Indebtedness that becomes due as a result of (A) the voluntary sale or transfer of assets or (B) any casualty or condemnation proceeding (including a disposition in lieu thereof) of any assets, subject to any right held by the Lenders under this Agreement; (e) payments of or in respect of Junior Indebtedness made solely with Equity Interests in Holdings Person (other than Disqualified Equity Interests); the Company or any Affiliate thereof) designated in accordance with the agreements or instruments governing such Indebtedness, cash or Cash Equivalents in the amount of such Indebtedness (ftogether with accrued interest and interest which accrues up to and including the due date of such Indebtedness) repurchasesbefore such Indebtedness is due for the purpose of discharging, exercises, redemptions, settlements, early terminations, early cancellations redeeming or conversions of otherwise paying in full such Indebtedness (whether in whole or in part and including by netting or set-off) any Convertible Debt permitted under Section 6.01(s), whether settled in (i) Equity Interests (other than Disqualified Equity Interests) of Holdings, (ii) cash in lieu thereof or (iii) a combination of Equity Interests (other than Disqualified Equity Interests) of Holdings and cash in lieu thereof; provided, that any cash settlement or termination consummated pursuant to clause (ii) a tender offer, optional redemption, or clause (iii) hereof shall also be independently permitted under (independent of this clause (fotherwise)) and deemed a usage of Section 6.08(a), Section 6.08(b) or Section 6.08(c); and (g) payments of or in respect of (i) Junior Indebtedness incurred by any Subsidiary that is not a Loan Party or (ii) Indebtedness incurred by any Subsidiary that is not a Loan Party which is owing to any Loan Party.

Restricted Debt Payments. No Loan Party will, nor will it permit any Restricted Subsidiary to pay or make, or agree to pay or make, directly or indirectly, any voluntary principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Junior Indebtedness prior to the scheduled maturity thereof (it being understood that payments of regularly scheduled principal, interest, mandatory prepayments, mandatory offers to purchase, fees, expenses and indemnification obligations shall be permitted) (any such payment, purchase, redemption, defeasance or other acquisition, a “Restricted Debt Payment”), except: (a) Restricted Debt Payments in an aggregate amount not to exceed the greater of (i) $25 35.0 million and (ii) 2520% of EBITDA for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent; (b) additional Restricted Debt Payments, so long as (i) no Event of Default has occurred and is continuing or would immediately result therefrom and (ii) the Total Net Leverage Ratio for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent does not exceed 3.50 6.00 to 1.00 on a pro forma basis (after giving effect to the making of such Restricted Debt Payment); (c) refinancings of Junior Indebtedness with the proceeds of other Indebtedness permitted under Section 6.01(f); (d) payments of Junior Indebtedness that becomes due as a result of (A) the voluntary sale or transfer of assets or (B) any casualty or condemnation proceeding (including a disposition in lieu thereof) of any assets, subject to any right held by the Lenders under this Agreement; (e) payments of or in respect of Junior Indebtedness made solely with Equity Interests in Holdings (other than Disqualified Equity Interests); (f) repurchases, exercises, redemptions, settlements, early terminations, early cancellations or conversions of (whether in whole or in part and including by netting or set-off) any Convertible Debt permitted under Section 6.01(s), whether settled in (i) Equity Interests (other than Disqualified Equity Interests) of Holdings, (ii) cash in lieu thereof or (iii) a combination of Equity Interests (other than Disqualified Equity Interests) of Holdings and cash in lieu thereof; provided, that any cash settlement or termination consummated pursuant to clause (ii) or clause (iii) hereof shall also be independently permitted under (independent of this clause (f)) and deemed a usage of subject to compliance with Section 6.08(a), Section 6.08(b) or Section 6.08(c); and (g) payments of or in respect of (i) Junior Indebtedness incurred by any Subsidiary that is not a Loan Party or (ii) Indebtedness incurred by any Subsidiary that is not a Loan Party which is owing to any Loan Party.

Restricted Debt Payments. No Loan Party willwith the proceeds contributed to the Borrower by Holdings from the issuance, nor will it permit sale or exchange by Holdings (or any Parent Entity) of Equity Interests that are not Disqualified Stock made within eighteen months prior thereto; provided, that such proceeds are not included in any determination of the Cumulative Credit, are not proceeds from the issuance of Permitted Cure Securities, and were not utilized under Sections 6.04(q) or 6.06(c); (D) the conversion of any Junior Financing to Equity Interests of Holdings or any Parent Entity; (E) Restricted Subsidiary Debt Payments prior to pay or makeany scheduled maturity made, or agree in an aggregate amount, not to pay or makeexceed (x) the portion of the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 6.09(b)(i)(E) plus (y) the portion of the Available Excluded Contribution Amount on the date of such election that the Borrower elects to apply to this Section 6.09(b)(i)(E); provided, directly or indirectly, any voluntary principal payment on or that with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Junior Indebtedness prior to Restricted Debt Payments made pursuant to the scheduled maturity thereof Starter Basket or the Growth Amount, no Event of Default shall have occurred and be continuing; (it being understood that payments of regularly scheduled principal, interest, mandatory prepayments, mandatory offers to purchase, fees, expenses and indemnification obligations shall be permittedF) (any such payment, purchase, redemption, defeasance or other acquisition, a “Restricted Debt Payment”), except: (a) Restricted Debt Payments in an aggregate amount (valued at the time of the making thereof and without giving effect to any subsequent change in value) not to exceed the greater of (i) $25 million 75,000,000 and (ii) 25% of 0.30 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Reference Test Period for which financial statements have been (or were required giving effect to beany reallocation made in accordance with Section 6.04); and (G) delivered to the Administrative Agent; (b) additional other Restricted Debt Payments; provided, so long as (i) that no Specified Event of Default has occurred and is continuing or would immediately result therefrom and and, after giving effect to such payment or distribution, the Net Total Leverage Ratio on a Pro Forma Basis would not exceed 2.50 to 1.00; or (ii) Amend or modify, or permit the amendment or modification of, any provision of any Junior Financing that constitutes Material Indebtedness, or any agreement, document or instrument evidencing or relating thereto, other than amendments or modifications that (A) are not materially adverse to Lenders when taken as a whole (as determined in good faith 172 Doc#: US1:15347125v11 (c) Permit any Material Subsidiary to enter into any agreement or instrument that by its terms restricts (i) the payment of dividends or distributions or the making of cash advances to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary or (ii) the Total Net Leverage Ratio for granting of Liens by the most recently ended Reference Period for which financial statements have been (Borrower or were required to be) delivered such Material Subsidiary that is a Loan Party pursuant to the Administrative Agent does not exceed 3.50 to 1.00 on a pro forma basis (after giving effect to the making of such Restricted Debt Payment); (c) refinancings of Junior Indebtedness with the proceeds of Security Documents, in each case other Indebtedness permitted than those arising under Section 6.01(f); (d) payments of Junior Indebtedness that becomes due as a result of any Loan Document, except, in each case, restrictions existing by reason of: (A) the voluntary sale or transfer of assets or restrictions imposed by applicable law; (B) contractual encumbrances or restrictions in effect on the Closing Date, including under Indebtedness existing on the Closing Date and set forth on Schedule 6.01, any casualty Refinancing Notes or condemnation proceeding (including a disposition in lieu thereof) of any assets, subject agreements related to any right held by the Lenders under this Agreement; (e) payments of or Permitted Refinancing Indebtedness in respect of Junior any such Indebtedness made solely with and, in each case, any similar contractual encumbrances or restrictions and any amendment, modification, supplement, replacement or refinancing of such agreements or instruments that does not materially expand the scope of any such encumbrance or restriction (as determined in good faith by the Borrower); (C) any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary pending the closing of such sale or disposition; (D) customary provisions in Holdings (joint venture agreements and other than Disqualified Equity Interests); (f) repurchases, exercises, redemptions, settlements, early terminations, early cancellations or conversions similar agreements applicable to joint ventures entered into in the ordinary course of (whether in whole or in part and including by netting or set-off) any Convertible Debt permitted under Section 6.01(s), whether settled in (i) Equity Interests (other than Disqualified Equity Interests) of Holdings, (ii) cash in lieu thereof or (iii) a combination of Equity Interests (other than Disqualified Equity Interests) of Holdings and cash in lieu thereofbusiness; provided, that any cash settlement or termination consummated pursuant to clause (ii) or clause (iii) hereof shall also be independently permitted under (independent of this clause (f)) and deemed a usage of Section 6.08(a), Section 6.08(b) or Section 6.08(c); and (g) payments of or in respect of (i) Junior Indebtedness incurred by any Subsidiary that is not a Loan Party or (ii) Indebtedness incurred by any Subsidiary that is not a Loan Party which is owing to any Loan Party.173 Doc#: US1:15347125v11