Common use of Restrictions on Payment of Certain Debt Clause in Contracts

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any Subordinated Debt, except for (i) payments of regularly scheduled interest, fees, expenses and indemnification obligations and, to the extent this Agreement is then in effect, principal on the scheduled maturity date thereof, (ii) any Permitted Refinancing Debt in respect of such Subordinated Debt permitted under Section 6.1 and (iii) the conversion of any Subordinated Debt to, or payment with the proceeds of, Equity Interests (each such payment or distribution, a “Restricted Debt Payment”)); provided, however, that any such Subordinated Debt may be repurchased, redeemed, retired, acquired, cancelled or terminated if (w) (A) no Event of Default shall have occurred and be continuing or would otherwise result therefrom and (B) the aggregate principal amount of such repurchases pursuant to this clause (w) shall not exceed the Available Basket Amount; (x) the aggregate principal amount of such repurchases under this clause (x) shall not exceed the portion, if any, of the Excluded Contributions that the Borrower elects to apply to this clause (x); (y) at the time of the delivery of the irrevocable notice with respect thereto, the aggregate principal amount of such repurchases pursuant to this clause (y) shall not exceed the greater of $40,000,000 and 2.5% of Total Assets as of the last day of the most recently ended Test Period minus (A) the amount of Restricted Payments made by the Borrower or any Restricted Subsidiary in reliance on clause (n) of the definition of “Permitted Restricted Payments”, minus (B) the outstanding amount of Investments made by the Borrower or any Restricted Subsidiary in reliance on clause (ff) of the definition of “Permitted Investment”; or (z) (A) no Event of Default shall have occurred and be continuing or would otherwise result therefrom after giving effect to such repurchases made pursuant to this clause (z) and (B) the Total Net Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b), does not exceed 4.0 to 1.0.

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (a) Permitted Ratio Debt or Subordinated Debt, except for (i) payments any scheduled payment, or other contractually required payment, as and when due and payable in accordance with the terms of regularly scheduled interest, fees, expenses and indemnification obligations and, to the extent this Agreement is then in effect, principal on the scheduled maturity date thereofdefinitive documentation governing such Permitted Ratio Debt or Subordinated Debt (including any applicable subordination agreements), (ii) fees and expenses payable to holders of such Permitted Ratio Debt or Subordinated Debt required under the definitive documentation governing such Permitted Ratio Debt or Subordinated Debt (including any Permitted applicable subordination agreements), (iii) in connection with, and to the extent permitted hereby, any Refinancing Debt in respect of connection with such Permitted Ratio Debt or Subordinated Debt and (iv) any other payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) so long as the Permitted Payment Conditions have been satisfied; or (b) Term Debt, except (i) any scheduled payment, or other contractually required payment, as and when due and payable in accordance with the terms of the definitive documentation governing such Term Debt (including any applicable Intercreditor Agreement), (ii) fees and expenses payable to Term Agent and Term Lenders required under the Term Loan Debt Documents, (iii) in connection with, and to the extent permitted under Section 6.1 hereby, any Refinancing Debt in connection with such Term Debt and (iii) other payments to the conversion of extent expressly permitted in the Intercreditor Agreement and (iv) any Subordinated Debt toother payments (whether voluntary or mandatory, or payment with a prepayment, redemption, retirement, defeasance or acquisition) so long as the proceeds of, Equity Interests (each such payment or distribution, a “Restricted Debt Payment”)); provided, however, that any such Subordinated Debt may be repurchased, redeemed, retired, acquired, cancelled or terminated if (w) (A) no Event of Default shall have occurred and be continuing or would otherwise result therefrom and (B) the aggregate principal amount of such repurchases pursuant to this clause (w) shall not exceed the Available Basket Amount; (x) the aggregate principal amount of such repurchases under this clause (x) shall not exceed the portion, if any, of the Excluded Contributions that the Borrower elects to apply to this clause (x); (y) at the time of the delivery of the irrevocable notice with respect thereto, the aggregate principal amount of such repurchases pursuant to this clause (y) shall not exceed the greater of $40,000,000 and 2.5% of Total Assets as of the last day of the most recently ended Test Period minus (A) the amount of Restricted Payments made by the Borrower or any Restricted Subsidiary in reliance on clause (n) of the definition of “Permitted Restricted Payments”, minus (B) the outstanding amount of Investments made by the Borrower or any Restricted Subsidiary in reliance on clause (ff) of the definition of “Permitted Investment”; or (z) (A) no Event of Default shall have occurred and be continuing or would otherwise result therefrom after giving effect to such repurchases made pursuant to this clause (z) and (B) the Total Net Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recent Fiscal Quarter for which financial statements Payment Conditions have been delivered pursuant to Section 5.2(a) or (b), does not exceed 4.0 to 1.0satisfied.

Restrictions on Payment of Certain Debt. (a) Make any payments (whether voluntary or mandatory, or a prepayment, redemption, repurchase, retirement, defeasance or acquisition) with respect to any Subordinated Debt, except for except (i) regularly scheduled payments of regularly scheduled principal, interest, fees, expenses and indemnification obligations andindemnities, but only to the extent this Agreement is then in effect, principal on the scheduled maturity date thereof, permitted or not restricted under any subordination agreement relating to such Debt; (ii) any Permitted Refinancing Debt payments made in respect of a Permitted Originator Note; (iii) any replacements, renewals, extensions, refinancings, refundings or exchanges of any such Subordinated Debt for like or junior debt with the proceeds of other Debt permitted under Section 6.1 and 9.2.110.2.1; (iiiiv) the conversion of any such Subordinated Debt to, or payment with the proceeds of, Equity Interests Interests; (each such payment v) additional payments and prepayments in respect of the Subordinated Debt with net proceeds from the incurrence of Subordinated Debt or distribution, a “Restricted other unsecured Debt Payment”)); provided, however, that any permitted hereunder; (vi) Refinancing Debt in respect of such Subordinated Debt may be repurchasedDebt; (vii) payments of, redeemedand cash payments due upon conversion with respect to, retiredany Permitted Convertible Notes in accordance with the terms thereof; and (viii) additional cash payments and prepayments so long as, acquiredin each case, cancelled or terminated if the Payment Conditions are satisfied. (wb) Make any payment with respect to a Permitted ABS Transaction other than (Ai) no Event payments made with the proceeds of Default shall have occurred and be continuing or would otherwise result therefrom and the Securitized Contracts of the corresponding Permitted ABS Transaction; (Bii) payments made in connection with the aggregate principal amount repurchase of such repurchases pursuant to this Contracts which are permitted under clause (w) shall not exceed the Available Basket Amount; (x) the aggregate principal amount of such repurchases under this clause (x) shall not exceed the portion, if any, of the Excluded Contributions that the Borrower elects to apply to this clause (x); (y) at the time of the delivery of the irrevocable notice with respect thereto, the aggregate principal amount of such repurchases pursuant to this clause (y) shall not exceed the greater of $40,000,000 and 2.5% of Total Assets as of the last day of the most recently ended Test Period minus (A) the amount of Restricted Payments made by the Borrower or any Restricted Subsidiary in reliance on clause (ng) of the definition of “Permitted Restricted Payments”Investments; (iii) other than during the Covenant Relief Period, minus payments so long as immediately before and after giving effect to any such repayment no Default or Event of Default exists and immediately after giving effect thereto Availability exceeds the greater of (Bx) $40,000,000 and (y) 10.0% of the outstanding amount Borrowing Base then in effect; (iv) payments using the proceeds of Investments made by the Borrower or any Restricted Subsidiary in reliance on permitted under clause (fff)(ii) of the definition of “Restricted Investments. (c) Make any principal payments (whether voluntary or mandatory, or a prepayment, redemption, repurchase, retirement, defeasance or acquisition) with respect to unsecured Debt (including the HY Notes), except: (i) regularly scheduled payments of principal and scheduled payments at maturity; (ii) principal payments made with the proceeds of the incurrence of other unsecured Debt, Permitted Investment”; Additional HY Notes, and Subordinated Debt permitted hereunder; (iii) any replacements, renewals, extensions, refinancings, refundings or exchanges of any such unsecured Debt for like debt with the proceeds of other Debt permitted under Section 10.2.1; (ziv) (A) no Event of Default shall have occurred and be continuing or would otherwise result therefrom after giving effect to such repurchases made pursuant to this clause (z) and (Biii) the Total Net Leverage Ratioconversion of any such Debt to, on a Pro Forma Basisor payment with the proceeds of, as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b), does not exceed 4.0 to 1.0.Equity Interests;

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any Indebtedness, except: (a) regularly scheduled payments of principal, interest and fees, but if such Indebtedness is Subordinated Debt, except for only to the extent permitted under any subordination agreement relating to such Indebtedness (and a Senior Officer of Borrower Agent shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied); (i) payments any prepayment in respect of regularly scheduled interestsuch Indebtedness on or after September 1, fees, expenses and indemnification obligations and, to 2014 so long as the extent this Agreement is then in effect, principal on the scheduled maturity date thereof, Payment Conditions are satisfied; (ii) any Permitted Refinancing Debt mandatory prepayments in respect of Indebtedness incurred under the Term Loan Facility or any Permitted First Lien Debt or any refinancing thereof so long as the Refinancing Conditions are satisfied with respect to such Subordinated Debt permitted under Section 6.1 Refinancing Debt; and (iii) to the conversion extent constituting Indebtedness, any mandatory prepayments in respect of any Subordinated Specified Unsecured Prepetition Debt to, or payment to the extent required under the Plan of Reorganization in connection with the proceeds of, Equity Interests (each such payment or distribution, a “Restricted Debt Payment”)); provided, however, that any such Subordinated Debt may be repurchased, redeemed, retired, acquired, cancelled or terminated if (w) (A) no Event of Default shall have occurred and be continuing or would otherwise result therefrom and (B) the aggregate principal amount of such repurchases pursuant to this Payment described in clause (w) shall not exceed the Available Basket Amount; (x) the aggregate principal amount of such repurchases under this clause (x) shall not exceed the portion, if any, of the Excluded Contributions that the Borrower elects to apply to this clause (x); (y) at the time of the delivery of the irrevocable notice with respect thereto, the aggregate principal amount of such repurchases pursuant to this clause (y) shall not exceed the greater of $40,000,000 and 2.5% of Total Assets as of the last day of the most recently ended Test Period minus (A) the amount of Restricted Payments made by the Borrower or any Restricted Subsidiary in reliance on clause (nc) of the definition of “Permitted Restricted PaymentsUpstream Payment”, minus ; (Bc) any prepayments in connection with any refinancing of Indebtedness otherwise permitted hereunder so long as the outstanding amount of Investments made by the Borrower or any Restricted Subsidiary in reliance on clause (ff) of the definition of “Permitted Investment”; or (z) (A) no Event of Default shall have occurred and be continuing or would otherwise result therefrom after giving effect Refinancing Conditions are satisfied with respect to such repurchases Refinancing Debt; (d) any payments upon conversion of any such Indebtedness into common stock of Company made pursuant solely in common stock of Company, in each case in connection with such conversion; and (e) to this clause (z) and (B) the Total Net Leverage Ratioextent constituting Indebtedness, the Delayed Admin Claims on a Pro Forma Basisor after September 1, as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b), does not exceed 4.0 to 1.02013.

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (a) Subordinated Debt or (b) unsecured Debt for borrowed money of any Obligor that constitutes Material Debt, in each case, except for (i) payments of regularly scheduled interest, fees, expenses and indemnification obligations and, to the extent this Agreement is then in effect, principal on the scheduled maturity date thereof, (ii) any Permitted Refinancing refinancings, replacements or exchanges of any such Debt in respect for like or junior debt with the proceeds of such Subordinated other Debt permitted under Section 6.1 9.2.1, and (iii) the conversion of any Subordinated such Debt to, or payment with the proceeds of, Equity Interests (each such payment or distribution, a “Restricted Debt Payment”)); providedprovided that, however, that any such Subordinated Debt the Borrowers may be repurchased, redeemed, retired, acquired, cancelled or terminated if make (wi) (A) no Event of Default shall have occurred additional payments and be continuing or would otherwise result therefrom and (B) the aggregate principal amount prepayments in respect of such repurchases pursuant to this clause (w) shall not exceed the Available Basket Amount; Debt with net proceeds from (x) Permitted Asset Dispositions of the aggregate principal amount of such repurchases under this type described in clause (x) shall not exceed the portion, if any, of the Excluded Contributions that the Borrower elects to apply to this clause (x); (y) at the time of the delivery of the irrevocable notice with respect thereto, the aggregate principal amount of such repurchases pursuant to this clause (y) shall not exceed the greater of $40,000,000 and 2.5% of Total Assets as of the last day of the most recently ended Test Period minus (A) the amount of Restricted Payments made by the Borrower or any Restricted Subsidiary in reliance on clause (np) of the definition thereof and any other Permitted Asset Dispositions that consist solely of “Permitted Restricted Payments”, minus Asset Dispositions of Term Priority Collateral to the extent permitted by the Intercreditor Agreement and (By) the outstanding amount incurrence of Investments made by Subordinated Debt or other unsecured Debt permitted hereunder and (ii) additional cash payments and prepayments in respect of such Debt with available cash on deposit (or with proceeds of the Borrower or any Restricted Subsidiary Revolver Loans) so long as, in reliance on each case, the Payment Conditions (other than the requirements of clause (ffii) of the definition of “Permitted Investment”; or (zthereof) (A) no Event of Default shall have occurred and be continuing or would otherwise result therefrom after giving effect to such repurchases made pursuant to this clause (z) and (B) the Total Net Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b), does not exceed 4.0 to 1.0are satisfied.

Restrictions on Payment of Certain Debt. (a) Make any payments in respect of principal, interest, fees, charges or other amounts (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (a) Subordinated Debt, except for (i) regularly scheduled payments of regularly scheduled interest, interest and fees, expenses and indemnification obligations and, but only to the extent this Agreement is then permitted under any subordination agreement relating to such Debt (and a Senior Officer of Borrower Agent shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied); or (b) Borrowed Money (other than the Obligations, but including the Convertible Notes Obligations) prior to its due date under the agreements evidencing such Debt as in effect, principal effect on the scheduled maturity date thereofClosing Date (or as amended thereafter with the consent of Agent), except to the extent the Net Proceeds of a Permitted Asset Disposition (iior insurance or condemnation award) of Equipment or Real Estate subject to a Purchase Money Lien are required to be applied to repay obligations with respect to any Permitted Refinancing Purchase Money Debt in respect pursuant to the documentation governing such Permitted Purchase Money Debt. (b) prepay (whether voluntary or mandatory), redeem, defease, retire, purchase or otherwise acquire any Borrowed Money or other Debt of such Subordinated Debt any Obligor or its Subsidiaries permitted under Section 6.1 and (iii) 10.2.1, except prepayments of the conversion of any Subordinated Debt to, or payment Obligations in accordance with the proceeds ofterms of this Agreement or, Equity Interests (each subject in all respects to the Refinancing Conditions, prepayments of Debt in connection with the incurrence or issuance of Refinancing Debt to the extent such payment or distribution, a “Restricted Refinancing Debt Payment”)); provided, however, that any such Subordinated Debt may be repurchased, redeemed, retired, acquired, cancelled or terminated if (w) (A) no Event of Default shall have occurred and be continuing or would otherwise result therefrom and (B) the aggregate principal amount of such repurchases pursuant to this clause (w) shall not exceed the Available Basket Amount; (x) the aggregate principal amount of such repurchases under this clause (x) shall not exceed the portion, if any, of the Excluded Contributions that the Borrower elects to apply to this clause (x); (y) at the time of the delivery of the irrevocable notice with respect thereto, the aggregate principal amount of such repurchases pursuant to this clause (y) shall not exceed the greater of $40,000,000 and 2.5% of Total Assets as of the last day of the most recently ended Test Period minus (A) the amount of Restricted Payments made by the Borrower or any Restricted Subsidiary in reliance on clause (n) of the definition of “Permitted Restricted Payments”, minus (B) the outstanding amount of Investments made by the Borrower or any Restricted Subsidiary in reliance on clause (ff) of the definition of “Permitted Investment”; or (z) (A) no Event of Default shall have occurred and be continuing or would otherwise result therefrom after giving effect to such repurchases made pursuant to this clause (z) and (B) the Total Net Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b), does not exceed 4.0 to 1.0is expressly permitted hereunder.

Restrictions on Payment of Certain Debt. (a) Make any payments (whether voluntary or mandatory, or a prepayment, redemption, repurchase, retirement, defeasance or acquisition) with respect to any Subordinated Debt, except for except (i) regularly scheduled payments of regularly scheduled principal, interest, fees, expenses and indemnification obligations andindemnities, but only to the extent this Agreement is then in effect, principal on the scheduled maturity date thereof, permitted or not restricted under any subordination agreement relating to such Debt; (ii) any Permitted Refinancing Debt payments made in respect of a Permitted Originator Note; (iii) any replacements, renewals, extensions, refinancings, refundings or exchanges of any such Subordinated Debt for like or junior debt with the proceeds of other Debt permitted under Section 6.1 and 9.2.1; (iiiiv) the conversion of any such Subordinated Debt to, or payment with the proceeds of, Equity Interests Interests; (each such payment v) additional payments and prepayments in respect of the Subordinated Debt with net proceeds from the incurrence of Subordinated Debt or distribution, a “Restricted other unsecured Debt Payment”)); provided, however, that any permitted hereunder; (vi) Refinancing Debt in respect of such Subordinated Debt may be repurchasedDebt; (vii) payments of, redeemedand cash payments due upon conversion with respect to, retiredany Permitted Convertible Notes in accordance with the terms thereof; and (viii) additional cash payments and prepayments so long as, acquiredin each case, cancelled or terminated if the Payment Conditions are satisfied. (wb) Make any payment with respect to a Permitted ABS Transaction other than (Ai) no Event payments made with the proceeds of Default shall have occurred and be continuing or would otherwise result therefrom and the Securitized Contracts of the corresponding Permitted ABS Transaction; (Bii) payments made in connection with the aggregate principal amount repurchase of such repurchases pursuant to this Contracts which are permitted under clause (w) shall not exceed the Available Basket Amount; (x) the aggregate principal amount of such repurchases under this clause (x) shall not exceed the portion, if any, of the Excluded Contributions that the Borrower elects to apply to this clause (x); (y) at the time of the delivery of the irrevocable notice with respect thereto, the aggregate principal amount of such repurchases pursuant to this clause (y) shall not exceed the greater of $40,000,000 and 2.5% of Total Assets as of the last day of the most recently ended Test Period minus (A) the amount of Restricted Payments made by the Borrower or any Restricted Subsidiary in reliance on clause (ng) of the definition of “Restricted Investments; (iii) payments so long as immediately before and after giving effect to any such repayment no Default or Event of Default exists and immediately after giving effect thereto Availability exceeds the greater of (x) $40,000,000 and (y) 10.0% of the Borrowing Base then in effect. (c) Make any principal payments (whether voluntary or mandatory, or a prepayment, redemption, repurchase, retirement, defeasance or acquisition) with respect to unsecured Debt (including the HY Notes), except: (i) regularly scheduled payments of principal and scheduled payments at maturity; (ii) principal payments made with the proceeds of the incurrence of other unsecured Debt, Permitted Restricted Payments”Additional HY Notes, minus and Subordinated Debt permitted hereunder; (iii) the conversion of any such Debt to, or payment with the proceeds of, Equity Interests; (iv) Refinancing Debt in respect of such unsecured Debt; (v) principal payments of, and cash payments due upon conversion with respect to, any Permitted Convertible Notes in accordance with the terms thereof; and (vi) if the outstanding principal amount of such unsecured Debt is (A) greater than $15,000,000, any other principal payments with respect to such Debt so long as the Payment Conditions are satisfied with respect to each such payment and (B) the outstanding amount of Investments made by the Borrower $15,000,000 or any Restricted Subsidiary in reliance on clause (ff) of the definition of “Permitted Investment”; or (z) (A) no Event of Default shall have occurred less, immediately before and be continuing or would otherwise result therefrom after giving effect to such repurchases made pursuant to this clause (z) and (B) the Total Net Leverage Ratiopayment, on a Pro Forma Basis, as no Event of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b), does not exceed 4.0 to 1.0Default exists.

Restrictions on Payment of Certain Debt. (a) Make any payments (whether voluntary payment with respect to any Subordinated Debt or mandatory, take or a prepayment, redemption, retirement, defeasance or acquisition) omit to take any other action with respect to any Subordinated Debt, except for in accordance with the subordination agreement relative thereto; or amend or modify the terms of any agreement applicable to any Subordinated Debt, other than to extend the time of payment thereof or to reduce the rate of interest payable in connection therewith. To the extent that any payment is permitted to be made with respect to any Subordinated Debt pursuant to the provisions of the subordination agreement applicable thereto, as a condition precedent to Borrowers’ authorization to make any such payment, Borrowers shall provide to Agent, not less than 5 Business Days prior to the scheduled payment, a certificate from a Senior Officer of Borrower Agent stating that no Default or Event of Default is in existence as of the date of the certificate or will be in existence as of the date of such payment (both with and without giving effect to the making of such payment), and specifying the amount of principal and interest to be paid. (b) Notwithstanding anything in this Agreement to the contrary, in no event shall any Obligor or any Subsidiary defease, redeem, refinance or convert to cash any of the 2010 Convertible Notes without the prior written consent of Agent and Required Lenders, provided that, Obligors may defease, redeem, refinance or convert to cash any of the 2010 Convertible Notes without the prior written consent of Agent and Required Lenders so long as either (i) payments of regularly scheduled interest, fees, expenses and indemnification obligations and, to any such refinancing satisfies the extent this Agreement is then in effect, principal on the scheduled maturity date thereof, Refinancing Conditions or (ii) the 2010 Convertible Notes Repayment or Conversion Conditions are satisfied. As used herein, “2010 Convertible Notes Repayment or Conversion Conditions” means, with respect to any Permitted Refinancing Debt in respect defeasance, redemption, refinancing or conversion to cash of such Subordinated Debt permitted under Section 6.1 and any of the 2010 Convertible Notes, (iiii) the conversion aggregate amount of any Subordinated Debt to, or payment with the proceeds of, Equity Interests (each such payment or distribution, a “Restricted Debt Payment”)); provided, however, 2010 Convertible Notes that any such Subordinated Debt may be repurchasedhave been defeased, redeemed, retiredrefinanced or converted to cash by Obligors does not exceed, acquiredafter giving effect to such defeasance, cancelled redemption, refinancing or terminated if (w) (A) no Event of Default shall have occurred and be continuing or would otherwise result therefrom conversion, $10,000,000, and (B) the aggregate principal amount of such repurchases pursuant to this clause (w) shall not exceed the Available Basket Amount; (x) the aggregate principal amount of such repurchases under this clause (x) shall not exceed the portion, if any, of the Excluded Contributions that the Borrower elects to apply to this clause (x); (yii) at the time of the delivery of the irrevocable notice with respect theretoand after giving pro forma effect to such defeasance, the aggregate principal amount of such repurchases pursuant redemption, refinancing or conversion to this clause (y) shall not exceed the greater of $40,000,000 and 2.5% of Total Assets cash, as of the last day of the most recently ended Test Period minus (A) the amount of Restricted Payments made by the Borrower or any Restricted Subsidiary in reliance on clause (n) of the definition of “Permitted Restricted Payments”applicable, minus (B) the outstanding amount of Investments made by the Borrower or any Restricted Subsidiary in reliance on clause (ff) of the definition of “Permitted Investment”; or (z) (A) no Default or Event of Default shall have occurred and be continuing or would otherwise result therefrom after giving effect to such repurchases made pursuant to this clause (z) and exists, (B) the Total Net Leverage Ratio, on Borrowers shall have a Pro Forma Basis, as Fixed Charge Coverage Ratio of the last day of not less than 1.20 to 1.00 for the most recent Fiscal Quarter recently completed twelve-month period prior to the date of such defeasance, redemption, refinancing or conversion to cash, and (C) Availability shall be equal to or greater than $25,000,000 at such time and for which financial statements have been delivered pursuant the most recently completed 90-day period prior to Section 5.2(a) the date of such defeasance, redemption, refinancing or (b), does not exceed 4.0 conversion to 1.0cash.

Restrictions on Payment of Certain Debt. Make any payments (whether (x) voluntary or mandatory, (y) in respect of cash settlement, net cash settlement or cash payment in lieu of issuing fractional shares with respect to Convertible Notes Debt, or (z) a prepayment, redemption, retirement, defeasance or acquisition) with respect to any any: (a) Subordinated Debt, except for regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such Debt (and a Senior Officer of Parent shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied); (b) Borrowed Money (other than the Obligations, any Senior Notes Refinancing Debt, any 2013 Senior Notes Debt, the Term Loan B Debt, the Term Loan B Hedge Debt or the Convertible Notes Debt) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date (or as amended thereafter with the consent of Agent) unless (i) payments of regularly scheduled interest, fees, expenses and indemnification obligations and, to the extent this Agreement Refinancing Condition is then in effect, principal on the scheduled maturity date thereofsatisfied, (ii) any Permitted Refinancing subject to Agent’s consent, acquired in connection with an exchange for Debt in respect of such Subordinated Debt permitted under Section 6.1 and or (iii) so long as no Change of Control shall result therefrom, acquired in connection with an exchange for Equity Interests; (c) Any Senior Notes Refinancing Debt, any 2013 Senior Notes Debt or any Convertible Notes Debt, except: (i) mandatory payments due thereunder as the conversion documents governing such Debt are in effect on the date of any Subordinated incurrence of each such Debt to(or as amended thereafter with the consent of the Required Lenders), (ii) (A) cash settlement, net cash settlement and cash payment in lieu of issuing fractional shares solely in connection with the settlement of the Convertible Notes Debt and (B) voluntary payments (whether prepayment, redemption, retirement, acquisition, defeasance or tender offer) on such Debt so long as, (x) in each case set forth in clause (A), the Prepayment Conditions have been satisfied, provided that the aggregate amount of cash payments made in lieu of the issuance of fractional shares shall not exceed $5,000,000 in the aggregate in connection with the Convertible Notes Debt, and (y) in each case set forth in clause (B), the Prepayment Conditions have been satisfied, unless (I) subject to Agent’s consent, such Debt is acquired in connection with an exchange for Debt, or payment (II) so long as no Change of Control shall result therefrom, such Debt is acquired in connection with an exchange for Equity Interests; or (iii) solely with respect to the Senior Notes Refinancing Debt, payments made with respect to or for any outstanding Senior Notes Refinancing Debt, but only to the extent that such payments are made from the proceeds of, Equity Interests (each of the incurrence of the Term Loan B Debt and such payments result in the payment or distribution, a “Restricted Debt Payment”))in full in cash of all Senior Notes Refinancing Debt; provided, however, that any for purposes of this Section 5.2(g)(c), no mandatory prepayments shall be made to the extent such Subordinated Debt may be repurchased, redeemed, retired, acquired, cancelled or terminated if prepayments are required on account of sales of Revolver Priority Collateral; (wd) [reserved], (Ae) no Event of Default shall have occurred and be continuing or would otherwise result therefrom and [reserved]; (Bf) the aggregate Term Loan B Debt, except: (i) mandatory payments and prepayments due thereunder as in effect on the date of incurrence of such Debt, provided that any mandatory scheduled amortization payments of principal shall not exceed, on an annual basis, 1% of the principal amount of the Term Loan B not to exceed $450,000,000, (ii) voluntary prepayments on such repurchases pursuant Debt so long as the Prepayment Conditions have been satisfied; and (iii) voluntary payments of any outstanding Term Loan B Debt in an aggregate amount not to exceed $200,000,000, but only to the extent that such payments are made from the proceeds of the incurrence of the Convertible Notes Debt; provided, however, that for purposes of this clause Section 5.2(g)(f), no mandatory prepayments shall be made to the extent such prepayments are required on account of sales of Revolver Priority Collateral; (wg) the Term Loan B Hedge Debt, except: (i) payments of fees solely in connection with the purchase of the Term Loan B Hedge and (ii) early termination payments due thereunder in accordance with the terms of the Term Loan B Hedge as in effect on the date of incurrence of such Debt (which documents governing the Term Loan B Hedge shall not exceed be in form and substance satisfactory to the Available Basket Amount; Agent) so long as the Prepayment Conditions have been satisfied. Notwithstanding anything contained in this Agreement to the contrary, for purposes of determining the amount of a mandatory prepayment that shall be deemed to be required to be made on account of a sale of Revolver Priority Collateral, such amount shall equal the lesser of (x) the aggregate principal amount total proceeds of such repurchases under this clause (x) shall not exceed the portionsale of Revolver Priority Collateral, if any, of the Excluded Contributions that the Borrower elects to apply to this clause (x); and (y) at the time greater of (i) the delivery of the irrevocable notice with respect thereto, the aggregate principal amount value of such repurchases pursuant assets attributed to the Borrowing Base and (ii) net book value of such assets recorded on the applicable Obligor’s books in accordance with GAAP, in each case for this clause (y) shall not exceed the greater of $40,000,000 and 2.5% of Total Assets as of the last day of the most recently ended Test Period minus (A) the amount of Restricted Payments made by the Borrower or any Restricted Subsidiary in reliance on clause (n) of the definition of “Permitted Restricted Payments”, minus (B) the outstanding amount of Investments made by the Borrower or any Restricted Subsidiary in reliance on clause (ff) of the definition of “Permitted Investment”; or (z) (A) no Event of Default shall have occurred and be continuing or would otherwise result therefrom after giving effect to such repurchases made pursuant to this clause (z) and (B) the Total Net Leverage Ratio, on a Pro Forma Basis), as assessed on the date of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b), does not exceed 4.0 to 1.0such asset sale.

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (a) Subordinated Debt, except for (i) regularly scheduled payments of regularly scheduled interestprincipal, interest and fees, expenses and indemnification obligations and, but only to the extent this Agreement is then permitted under any subordination agreement relating to such Debt (and a Senior Officer of Borrower Agent shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied); (b) Borrowed Money (other than the Obligations and the Debt evidenced by the Senior Secured Notes Documents) prior to its due date under the agreements evidencing such Debt as in effect, principal effect on the scheduled maturity date thereofClosing Date (or as amended thereafter with the consent of the Required Lenders); (c) Debt evidenced by the Senior Secured Notes Documents, except mandatory payments due thereunder as in effect on the Closing Date (iior as amended thereafter with the consent of the Required Lenders) any Permitted Refinancing Debt in respect of such Subordinated Debt permitted under Section 6.1 and (iiid) the conversion of any Subordinated Debt topayments (other than those set forth in clause (a) above) on intercompany loans, or payment with the proceeds of, Equity Interests (each such payment or distribution, except payments by an Obligor to a “Restricted Debt Payment”))Borrower; provided, however, that any for purposes of the foregoing clause (c) this Section 10.2.8, no mandatory prepayments shall be made to the extent such Subordinated prepayments are required on account of sales of Revolver Priority Collateral. For clarification, payments by Parent under the Senior Secured Notes Documents shall not constitute a payment by Borrowers under guarantees of such Debt may be repurchasedthat would constitute a breach of this Section 10.2.8. Notwithstanding anything contained in this Agreement to the contrary, redeemed, retired, acquired, cancelled or terminated if (w) (A) no Event for purposes of Default shall have occurred and be continuing or would otherwise result therefrom and (B) determining the aggregate principal amount of a mandatory prepayment that shall be deemed to be required to be made on account of a sale of Revolver Priority Collateral, such repurchases pursuant to this clause (w) amount shall not exceed equal the Available Basket Amount; lesser of (x) the aggregate principal amount total proceeds of such repurchases under this clause (x) shall not exceed the portionsale of Revolver Priority Collateral, if any, of the Excluded Contributions that the Borrower elects to apply to this clause (x); and (y) at the time greater of (i) the delivery of the irrevocable notice with respect thereto, the aggregate principal amount value of such repurchases pursuant assets attributed to the Borrowing Base and (ii) net book value of such assets recorded on the applicable Obligor’s books in accordance with GAAP, in each case for this clause (y) shall not exceed the greater of $40,000,000 and 2.5% of Total Assets as of the last day of the most recently ended Test Period minus (A) the amount of Restricted Payments made by the Borrower or any Restricted Subsidiary in reliance on clause (n) of the definition of “Permitted Restricted Payments”, minus (B) the outstanding amount of Investments made by the Borrower or any Restricted Subsidiary in reliance on clause (ff) of the definition of “Permitted Investment”; or (z) (A) no Event of Default shall have occurred and be continuing or would otherwise result therefrom after giving effect to such repurchases made pursuant to this clause (z) and (B) the Total Net Leverage Ratio, on a Pro Forma Basis), as assessed on the date of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b), does not exceed 4.0 to 1.0such asset sale.

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any Subordinated the Senior Note Debt, except for the Convertible Note Debt, any Junior Debt and Refinancing Debt of any of the Senior Note Debt, the Convertible Note Debt or any Junior Debt other than (a) payments of interest, fees and expenses due in the ordinary course, (b) [reserved], (c) payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) of the Senior Note Debt, any Convertible Note Debt, or any Junior Debt and derived solely from Refinancing Debt which meets the Refinancing Condition, (d) prepayments of any Junior Debt with the proceeds of Asset Dispositions, insurance proceeds and condemnation awards solely to the extent (i) payments of regularly scheduled interestthe Net Proceeds, feesinsurance proceeds or condemnation awards, expenses and indemnification obligations andas applicable, were required to be applied to the extent this Agreement is then in effect, principal on the scheduled maturity date thereof, Obligations pursuant to Section 5.2 hereof and (ii) any Permitted the Required Lenders (or other parties authorized hereunder, as applicable) and each of the Co-Collateral Agents have waived, forgiven or postponed for more than ten (10) Business Days (by way of amendment, consent or otherwise) such requirement, and (e) other payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) of Senior Note Debt, Junior Debt, Convertible Note Debt and Refinancing Debt in respect of such Subordinated the Senior Note Debt, any Junior Debt permitted under Section 6.1 and the Convertible Note Debt, so long as (iii) the conversion of any Subordinated Debt to, or payment with the proceeds of, Equity Interests (each such payment or distribution, a “Restricted Debt Payment”)); provided, however, that any such Subordinated Debt may be repurchased, redeemed, retired, acquired, cancelled or terminated if (w) (Ai) no Default or Event of Default shall have occurred and be continuing or would otherwise result therefrom and after giving effect to any such payment, (Bii) Excess Availability on the aggregate principal amount date of the making of such repurchases pursuant payment on a pro forma basis after giving effect to this clause such payment, and projected Excess Availability on a pro forma basis for the upcoming six month period (w) shall not exceed the Available Basket Amount; (x) the aggregate principal amount of after giving effect to such repurchases under this clause (x) shall not exceed the portionpayment), if any, of the Excluded Contributions that the Borrower elects to apply to this clause (x); (y) at the time of the delivery of the irrevocable notice with respect thereto, the aggregate principal amount of such repurchases pursuant to this clause (y) shall not exceed the greater of $40,000,000 and 2.5% of Total Assets measured as of the last day of each fiscal month during such six month period, is, in each case, greater than or equal to 15% of the lesser of (x) the aggregate Commitments as of the date of such payment and last day of each fiscal month during such six month period and (y) the Aggregate Borrowing Base as of the date of such payment and the last day of each fiscal month during such six month period, (iii) as of the monthly fiscal period most recently then ended, the Consolidated Fixed Charge Coverage Ratio (on a pro forma trailing 12 fiscal month basis, giving effect to the making of such payment, and any Borrowings made in connection therewith, determined as though such payment and such Borrowings occurred on the first day of the twelve fiscal month period ended Test Period minus prior to such payment) is greater than or equal to 1.00 to 1.00; provided that this clause (Aiii) shall not be applicable in the event that Excess Availability on the date of the making of such payment on a pro forma basis after giving effect to such payment, and projected Excess Availability on a pro forma basis for the upcoming six month period (after giving effect to such payment), measured as of the last day of each fiscal month during such six month period, is, in each case, greater than or equal to 30% of the lesser of (x) the amount aggregate Commitments as of Restricted Payments made the date of such payment and last day of each fiscal month during such six month period and (y) the Aggregate Borrowing Base as of the date of such payment and the last day of each fiscal month during such six month period and (iv) the Borrowers shall have provided the Agent with a certificate not less than then (10) days prior to the making of such payment executed by a Senior Officer of the Borrower Agent, evidencing compliance, on a pro forma basis, after giving effect to such payment, with the requirements set forth in clauses (e)(ii) and (e)(iii) above).[ Notwithstanding this Section 10.2.8 or anything to the contrary contained herein or in any other Loan Document, the Obligors shall be permitted to repay, redeem, retire, defease or otherwise refinance all or any Restricted Subsidiary portion of Bon-Ton’s existing Senior Note Debt consisting of 10.625% senior notes due in reliance 2017 at any time on clause (n) or prior to January 28, 2017 so long as, at the time of the definition of “Permitted Restricted Payments”any such prepayment and after giving pro forma effect thereto, minus (B) the outstanding amount of Investments made by the Borrower no Default or any Restricted Subsidiary in reliance on clause (ff) of the definition of “Permitted Investment”; or (z) (A) no Event of Default shall have occurred and be continuing and Excess Availability is greater than or would otherwise result therefrom after giving effect equal to 30% of the lesser of: (x) the aggregate Commitments at such repurchases made pursuant to this clause (z) time and (By) the Total Net Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b), does not exceed 4.0 to 1.0Aggregate Borrowing Base at such time.]

Restrictions on Payment of Certain Debt. Make Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, the Existing Senior Secured Notes, the Existing Senior Subordinated Notes, any Subordinated Debt, any Restricted Debt, or any Refinancing Debt in respect of any of the foregoing, except (a) any prepayments or redemptions thereof in connection with a refunding or refinancing thereof permitted by Section 10.2.1(g), (b) (i) in the case of any such Debt that is not subordinated to the Loans (other than any Restricted Debt or any Refinancing Debt thereof), to the extent required by any terms of mandatory prepayment and mandatory redemption thereof that are no less favorable in any material respect to Borrowers than those applicable to Borrowers under the Existing Senior Secured Notes as of the date of this Agreement or (ii) in the case of any Restricted Debt or any Refinancing Debt thereof, to the extent required by any terms of mandatory prepayment and mandatory redemption thereof that are in effect when such Debt is incurred, so long as the covenants, defaults and Prepayment Provisions of such Debt are, taken as a whole, no more onerous or restrictive in any material respect for any Borrower or Restricted Subsidiary than those applicable under this Agreement as in effect on the Closing Date (or with respect to Prepayment Provisions, than those applicable under the Existing Senior Secured Notes Indenture as in effect on the Closing Date), and (c) the prepayment by any Restricted Subsidiary of any Debt payable to a Borrower; provided that so long as no Default or Event of Default exists before or after giving effect thereto: (i) the Borrowers may make payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisitionrepurchase) with in respect of any Debt if, after giving effect thereto, on a pro forma basis, the Fixed Charge Coverage Ratio shall be at least 1.10 to 1.00 and the Excess Availability shall be at least 25% of the lesser of (x) the Borrowing Base and (y) the aggregate amount of Commitments; and (ii) the Borrowers may make payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or repurchase) in respect of the Existing Senior Secured Notes or Debt permitted under Section 10.2.1(q) if any Subordinated Debtof the following conditions are satisfied: (A) after giving effect thereto, except for on a pro forma basis, the Fixed Charge Coverage Ratio shall be at least 1.10 to 1.00 and the Excess Availability shall be at least 25% of the lesser of (ix) payments the Borrowing Base and (y) the aggregate amount of regularly scheduled interest, fees, expenses and indemnification obligations andCommitments; or (B) (x) in the case of the Existing Senior Secured Notes, to the extent this Agreement is then in effect, principal on the scheduled maturity date thereof, (ii) any Permitted Refinancing Debt in respect of such Subordinated Debt permitted under Section 6.1 and (iii) the conversion of any Subordinated Debt to, or payment with the proceeds of, Equity Interests (each such payment or distribution, a “Restricted Debt Payment”)); provided, however, that any such Subordinated Debt may Existing Senior Secured Notes are required to be repurchasedprepaid, redeemed, retired, acquireddefeased or acquired prior to the scheduled maturity thereof under the terms of the Existing Senior Secured Notes Indenture as in effect as of the date of this Agreement or as amended in accordance with Section 10.2.17 or (y) in the case of Debt permitted under Section 10.2.1(q), cancelled or terminated if (w) (A) no Event to the extent required by any terms of Default shall have occurred mandatory prepayment and be continuing or would otherwise result therefrom mandatory redemption thereof that are in effect when such Debt is incurred, so long as the covenants, defaults and (B) the aggregate principal amount Prepayment Provisions of such repurchases pursuant Debt are, taken as a whole, no more onerous or restrictive in any material respect for any Borrower or Restricted Subsidiary than those applicable under this Agreement as in effect on the Closing Date (or with respect to this clause Prepayment Provisions, than those applicable under the Existing Senior Secured Notes Indenture as in effect on the Closing Date); or (wC) after giving effect thereto, the pro forma Excess Availability shall not exceed be at least 66% of the Available Basket Amount; lesser of (x) the aggregate principal amount of such repurchases under this clause (x) shall not exceed the portion, if any, of the Excluded Contributions that the Borrower elects to apply to this clause (x); Borrowing Base and (y) at the time of the delivery of the irrevocable notice with respect thereto, the aggregate principal amount of such repurchases pursuant to this clause (y) shall not exceed the greater of $40,000,000 and 2.5% of Total Assets as of the last day of the most recently ended Test Period minus (A) the amount of Restricted Payments made by the Borrower or any Restricted Subsidiary in reliance on clause (n) of the definition of “Permitted Restricted Payments”, minus (B) the outstanding amount of Investments made by the Borrower or any Restricted Subsidiary in reliance on clause (ff) of the definition of “Permitted Investment”; or (z) (A) no Event of Default shall have occurred and be continuing or would otherwise result therefrom after giving effect to such repurchases made pursuant to this clause (z) and (B) the Total Net Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b), does not exceed 4.0 to 1.0Commitments.

Restrictions on Payment of Certain Debt. Make any payments (whether (x) voluntary or mandatory, (y) in respect of cash settlement, net cash settlement or cash payment in lieu of issuing fractional shares with respect to Convertible Notes Debt, or (z) a prepayment, redemption, retirement, defeasance or acquisition) with respect to any any: (a) Subordinated Debt, except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such Debt (and a Senior Officer of Borrower Agent shall certify to Agent, not less than one (1) Business Day prior to the date of payment, that all conditions under such agreement have been satisfied); (b) Borrowed Money (other than the Obligations, the Senior Notes Refinancing Debt, the 2013 Senior Notes Debt, the Term Loan B Debt, the Convertible Notes Debt or the Term Loan B Hedge Debt) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date (or as amended thereafter with the consent of the Required Lenders); (c) Senior Notes Refinancing Debt, any 2013 Senior Notes Debt or any Convertible Notes Debt, except (i) mandatory payments due thereunder as the documents governing such Debt are in effect on the date of incurrence of each such Debt (or as amended thereafter with the consent of the Required Lenders), and (ii) (A) cash settlement, net cash settlement and cash payment in lieu of issuing fractional shares solely in connection with the Convertible Notes Debt and (B) voluntary payments on such Debt so long as, in each case set forth in clause (A) and (B), the Prepayment Conditions have been satisfied, provided that the aggregate amount of cash payments made in lieu of the issuance of fractional shares shall not exceed $5,000,000 in the aggregate in connection with the Convertible Notes Debt, and (iii) solely with respect to the Senior Notes Refinancing Debt, payments made with respect to or for any outstanding Senior Notes Refinancing Debt, but only to the extent that such payments are made from the proceeds of the incurrence of the Term Loan B Debt and such payments result in the payment in full in cash of all Senior Notes Refinancing Debt; (d) payments (other than those set forth in clause (a) above) on intercompany loans, except (i) payments by an Obligor to a Borrower, and (ii) repayment by Tapco of the Kleer Acquisition Loan so long as (A) such repayment is made solely using proceeds of a substantially contemporaneous capital contribution from Parent and (B) Borrowers have received capital contributions from Parent in an amount no less than an amount equal to the aggregate purchase consideration payable (including deferred payment obligations) in respect of the Kleer Acquisition in accordance with Section 10.1.10; (e) the Term Loan B Debt, except (i) mandatory payments and mandatory prepayments due thereunder as the documents governing such Debt are as in effect on the date of incurrence of such Debt, provided that any mandatory scheduled amortization payments of principal shall not exceed, on an annual basis, 1% of the principal amount of the Term Loan B not to exceed $450,000,000, (ii) voluntary prepayments on such Debt so long as the Prepayment Conditions are satisfied and (iii) voluntary payments of any outstanding Term Loan B Debt in an aggregate amount not to exceed $200,000,000, but only to the extent that such payments are made from the proceeds of the incurrence of the Convertible Notes Debt; and (f) the Term Loan B Hedge Debt, except (i) payments of regularly scheduled interest, fees, expenses fees solely in connection with the purchase of the Term Loan B Hedge and indemnification obligations and, to the extent this Agreement is then in effect, principal on the scheduled maturity date thereof, (ii) any Permitted Refinancing Debt early termination payments due thereunder in respect accordance with the terms of the Term Loan B Hedge as in effect on the date of incurrence of such Subordinated Debt permitted under Section 6.1 (which documents governing the Term Loan B Hedge shall be in form and (iiisubstance satisfactory to the Agent) so long as the conversion of any Subordinated Debt to, or payment with the proceeds of, Equity Interests (each such payment or distribution, a “Restricted Debt Payment”)); Prepayment Conditions are satisfied. provided, however, that any such Subordinated Debt may be repurchased, redeemed, retired, acquired, cancelled or terminated if for purposes of the foregoing clause (wc) (A) no Event of Default shall have occurred and be continuing or would otherwise result therefrom and (Be) of this Section 10.2.8, no mandatory prepayments shall be made to the aggregate principal extent such prepayments are required on account of the proceeds of sales of Revolver Priority Collateral. For clarification, payments by Parent under the documents governing the Senior Notes Refinancing Debt, the 2013 Senior Notes Debt, the Term Loan B Debt, the Term Loan B Hedge or the Convertible Notes Debt shall not constitute a payment by Borrowers under guarantees of such Debt that would constitute a breach of this Section 10.2.8. Notwithstanding anything contained in this Agreement to the contrary, for purposes of determining the amount of a mandatory prepayment that shall be deemed to be required to be made on account of a sale of Revolver Priority Collateral, such repurchases pursuant to this clause (w) amount shall not exceed equal the Available Basket Amount; lesser of (x) the aggregate principal amount total proceeds of such repurchases under this clause (x) shall not exceed the portionsale of Revolver Priority Collateral, if any, of the Excluded Contributions that the Borrower elects to apply to this clause (x); and (y) at the time greater of (i) the delivery of the irrevocable notice with respect thereto, the aggregate principal amount value of such repurchases pursuant assets attributed to the Borrowing Base and (ii) net book value of such assets recorded on the applicable Obligor’s books in accordance with GAAP, in each case for this clause (y) shall not exceed the greater of $40,000,000 and 2.5% of Total Assets as of the last day of the most recently ended Test Period minus (A) the amount of Restricted Payments made by the Borrower or any Restricted Subsidiary in reliance on clause (n) of the definition of “Permitted Restricted Payments”, minus (B) the outstanding amount of Investments made by the Borrower or any Restricted Subsidiary in reliance on clause (ff) of the definition of “Permitted Investment”; or (z) (A) no Event of Default shall have occurred and be continuing or would otherwise result therefrom after giving effect to such repurchases made pursuant to this clause (z) and (B) the Total Net Leverage Ratio, on a Pro Forma Basis), as assessed on the date of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b), does not exceed 4.0 to 1.0such asset sale.

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any Indebtedness, except: (a) regularly scheduled payments of principal, interest and fees, but if such Indebtedness is Subordinated Debt, except for only to the extent permitted under any subordination agreement relating to such Indebtedness (and a Senior Officer of Borrower Agent shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied); (i) payments any prepayment in respect of regularly scheduled interestsuch Indebtedness on or after September 1, fees, expenses and indemnification obligations and, to 2014 so long as the extent this Agreement is then in effect, principal on the scheduled maturity date thereof, Payment Conditions are satisfied; (ii) any Permitted Refinancing Debt mandatory prepayments in respect of Indebtedness incurred under the Term Loan Facility or any Permitted First Lien Debt or any refinancing thereof so long as the Refinancing Conditions are satisfied with respect to such Subordinated Debt permitted under Section 6.1 Refinancing Debt; provided that no such mandatory prepayments based on Excess Cash Flow (as defined in the Term Loan Agreement, or any comparable definition with respect to such Refinancing Debt) shall be made unless Specified Availability on the date of such prepayment, both immediately before and after giving pro forma effect to such prepayment, is greater than or equal to 15% of the Commitments at such time; and (iii) to the conversion extent constituting Indebtedness, any mandatory prepayments in respect of any Subordinated Specified Unsecured Prepetition Debt to, or payment to the extent required under the Plan of Reorganization in connection with the proceeds of, Equity Interests (each such payment or distribution, a “Restricted Debt Payment”)); provided, however, that any such Subordinated Debt may be repurchased, redeemed, retired, acquired, cancelled or terminated if (w) (A) no Event of Default shall have occurred and be continuing or would otherwise result therefrom and (B) the aggregate principal amount of such repurchases pursuant to this Payment described in clause (w) shall not exceed the Available Basket Amount; (x) the aggregate principal amount of such repurchases under this clause (x) shall not exceed the portion, if any, of the Excluded Contributions that the Borrower elects to apply to this clause (x); (y) at the time of the delivery of the irrevocable notice with respect thereto, the aggregate principal amount of such repurchases pursuant to this clause (y) shall not exceed the greater of $40,000,000 and 2.5% of Total Assets as of the last day of the most recently ended Test Period minus (A) the amount of Restricted Payments made by the Borrower or any Restricted Subsidiary in reliance on clause (nc) of the definition of “Permitted Restricted PaymentsUpstream Payment”, minus ; (Bc) any prepayments in connection with any refinancing of Indebtedness otherwise permitted hereunder so long as the outstanding amount of Investments made by the Borrower or any Restricted Subsidiary in reliance on clause (ff) of the definition of “Permitted Investment”; or (z) (A) no Event of Default shall have occurred and be continuing or would otherwise result therefrom after giving effect Refinancing Conditions are satisfied with respect to such repurchases Refinancing Debt; and (d) any payments upon conversion of any such Indebtedness into common stock of Company made pursuant solely in common stock of Company, in each case in connection with such conversion; and. (e) to this clause (z) and (B) the Total Net Leverage Ratioextent constituting Indebtedness, the Delayed Admin Claims on a Pro Forma Basisor after September 1, as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b), does not exceed 4.0 to 1.02013.