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. 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. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to 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 or (b) Borrowed Money (other than the Obligations) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date or incurred after the Closing Date pursuant to Section 10.2.1, other than: (i) payments payment of regularly scheduled interestinterest and principal payments or reimbursement obligations under letters of credit, feesin each case, expenses as 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 when due in respect of such Subordinated Debt Borrowed Money; (ii) refinancings of such Borrowed Money to the extent the Borrowed Money incurred in connection therewith is permitted under Section 6.1 and hereunder; (iii) the conversion payment of any Subordinated Debt to, or payment with the proceeds of, Equity Interests (each such payment or distribution, Borrowed Money that is secured that becomes due as a “Restricted Debt Payment”)); provided, however, that any such Subordinated Debt may be repurchased, redeemed, retired, acquired, cancelled or terminated if (w) result of (A) no Event any voluntary sale or transfer of Default shall have occurred and be continuing any assets (other than assets included in any Borrowing Base) securing such Borrowed Money or would otherwise result therefrom and (B) the aggregate principal amount any casualty or condemnation proceeding (including a disposition in lieu thereof) of any assets (other than assets included in any Borrowing Base) securing such Borrowed Money; (iv) payments of or in respect of such repurchases pursuant to this clause (w) shall not exceed the Available Basket Amount; Borrowed Money by any combination of (x) the aggregate principal amount issuance of the common stock of Parent, (y) cash payments in lieu of fractional Equity Interests in connection therewith, and (z) the making of any Distribution, or other payment, permitted by Section 10.2.4 hereof, including, without limitation, in connection with the conversion of the Permitted Convertible Note Debt, (v) payments of intercompany Debt so long as, with respect to payments of intercompany Debt by an Obligor to a non-Obligor, (x) immediately before and after giving effect to each such payment, the Payment Conditions are satisfied or (y) such payments are made solely from Excluded IP Asset Proceeds deposited in the Excluded IP Asset Proceeds Account and immediately before and after giving effect to each such payment no Default or Event of Default exists; (vi) other payments of or in respect of such repurchases Borrowed Money; provided that at the time of and immediately after giving effect thereto the Payment Conditions have been satisfied; and (vii) prepayments of any Borrowed Money permitted under Section 10.2.1 (other than pursuant to clause (b) thereof to the extent not permitted by the subordination provisions applicable thereto), not to exceed $5,000,000 in any Fiscal Year; provided, that no Default or Event of default exists immediately before and after giving effect to any prepayment under this clause (xvii) shall not exceed the portion, if any, of the Excluded Contributions that the Borrower elects to apply to this clause or (x); (yc) at the time of the delivery of the irrevocable notice earnout or purchase price adjustments with respect thereto, the aggregate principal amount of such repurchases pursuant to this clause (y) shall not exceed the greater of $40,000,000 a Permitted Acquisition unless immediately before 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 each such repurchases payment the Payment Conditions are satisfied, other than so long as no Default or Event of Default exists, any such payment made pursuant to this clause (z) and (B) solely from the Total Net Leverage Ratio, on a Pro Forma Basis, as of Excluded IP Asset Proceeds deposited in 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 1.0Excluded IP Asset Proceeds Account.

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 regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such Debt or (b) Borrowed Money (other than the Obligations) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date or incurred after the Closing Date pursuant to Section 10.2.1, other than: (i) payments payment of regularly scheduled interestinterest and principal payments or reimbursement obligations under letters of credit, feesin each case, expenses as 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 when due in respect of such Subordinated Debt Borrowed Money; (ii) refinancings of such Borrowed Money to the extent the Borrowed Money incurred in connection therewith is permitted under Section 6.1 and hereunder; (iii) the conversion payment of any Subordinated Debt to, or payment with the proceeds of, Equity Interests (each such payment or distribution, Borrowed Money that is secured that becomes due as a “Restricted Debt Payment”)); provided, however, that any such Subordinated Debt may be repurchased, redeemed, retired, acquired, cancelled or terminated if (w) result of (A) no Event any voluntary sale or transfer of Default shall have occurred and be continuing any assets (other than assets included in any Borrowing Base) securing such Borrowed Money or would otherwise result therefrom and (B) the aggregate principal amount any casualty or condemnation proceeding (including a disposition in lieu thereof) of any assets (other than assets included in any Borrowing Base) securing such Borrowed Money; (iv) payments of or in respect of such repurchases pursuant to this clause (w) shall not exceed the Available Basket Amount; Borrowed Money by any combination of (x) the aggregate principal amount issuance of the common stock of Parent, (y) cash payments in lieu of fractional Equity Interests in connection therewith, and (z) the making of any Distribution, or other payment, permitted by Section 10.2.4 hereof, including, without limitation, in connection with the conversion of the Permitted Convertible Note Debt, (v) payments of intercompany Debt so long as, with respect to payments of intercompany Debt by an Obligor to a non-Obligor, (x) immediately before and after giving effect to each such payment, the Payment Conditions are satisfied or (y) such payments are made solely from Excluded IP Asset Proceeds deposited in the Excluded IP Asset Proceeds Account and immediately before and after giving effect to each such payment no Default or Event of Default exists; (vi) other payments of or in respect of such repurchases Borrowed Money; provided that at the time of and immediately after giving effect thereto the Payment Conditions have been satisfied; and (vii) prepayments of any Borrowed Money permitted under Section 10.2.1 (other than pursuant to clause (b) thereof to the extent not permitted by the subordination provisions applicable thereto), not to exceed $5,000,000 in any Fiscal Year; provided, that no Default or Event of default exists immediately before and after giving effect to any prepayment under this clause (xvii) shall not exceed the portion, if any, of the Excluded Contributions that the Borrower elects to apply to this clause or (x); (yc) at the time of the delivery of the irrevocable notice earnout or purchase price adjustments with respect thereto, the aggregate principal amount of such repurchases pursuant to this clause (y) shall not exceed the greater of $40,000,000 a Permitted Acquisition unless immediately before 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 each such repurchases payment the Payment Conditions are satisfied, other than so long as no Default or Event of Default exists, any such 115 payment made pursuant to this clause (z) and (B) solely from the Total Net Leverage Ratio, on a Pro Forma Basis, as of Excluded IP Asset Proceeds deposited in 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 1.0Excluded IP Asset Proceeds Account.

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 regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such Debt or (b) Borrowed Money (other than the Obligations) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date or incurred after the Closing Date pursuant to Section 10.2.1, other than: (i) payments payment of regularly scheduled interestinterest and principal payments or reimbursement obligations under letters of credit, feesin each case, expenses as 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 when due in respect of such Subordinated Debt Borrowed Money; (ii) refinancings of such Borrowed Money to the extent the Borrowed Money incurred in connection therewith is permitted under Section 6.1 and hereunder; (iii) the conversion payment of any Subordinated Debt to, or payment with the proceeds of, Equity Interests (each such payment or distribution, Borrowed Money that is secured that becomes due as a “Restricted Debt Payment”)); provided, however, that any such Subordinated Debt may be repurchased, redeemed, retired, acquired, cancelled or terminated if (w) result of (A) no Event any voluntary sale or transfer of Default shall have occurred and be continuing any assets (other than assets included in any Borrowing Base) securing such Borrowed Money or would otherwise result therefrom and (B) the aggregate principal amount any casualty or condemnation proceeding (including a disposition in lieu thereof) of any assets (other than assets included in any Borrowing Base) securing such Borrowed Money; (iv) payments of or in respect of such repurchases pursuant to this clause (w) shall not exceed the Available Basket Amount; Borrowed Money by any combination of (x) the aggregate principal amount issuance of the common stock of Parent, (y) cash payments in lieu of fractional Equity Interests in connection therewith, and (z) the making of any Distribution, or other payment, permitted by Section 10.2.4 hereof, including, without limitation, in connection with the conversion of the Permitted Convertible Note Debt, (v) payments of intercompany Debt so long as, with respect to payments of intercompany Debt by an Obligor to a non-Obligor, (x) immediately before and after giving effect to each such payment, the Payment Conditions are satisfied or (y) such payments are made solely from Excluded IP Asset Proceeds deposited in the Excluded IP Asset Proceeds Account and immediately before and after giving effect to each such payment no Default or Event of Default exists; (vi) other payments of or in respect of such repurchases Borrowed Money; provided that at the time of and immediately after giving effect thereto the Payment Conditions have been satisfied; (vii) prepayments of any Borrowed Money permitted under Section 10.2.1 (other than pursuant to clause (b) thereof to the extent not permitted by the subordination provisions applicable thereto), not to exceed $5,000,000 in any Fiscal Year; provided, that no Default or Event of default exists immediately before and after giving effect to any prepayment under this clause (xvii), (viii) shall not exceed the portion, if any, exchanges of the Excluded Contributions that Permitted Convertible Notes (2019) for the Borrower elects to apply to this clause Permitted Convertible Notes (x); (y2023) at the time and repurchases or repayments of the delivery Permitted Convertible Notes (2019) with the proceeds of the irrevocable notice with respect theretoPermitted Convertible Notes (2023), provided that immediately before and after such exchanges, repurchases or repayments (i) no Default or Event of Default exists and (ii) Availability is in an amount equal to or greater than 17.5% of the aggregate Borrowing Base (calculated based on the most recently delivered Borrowing Base Report) on average during the thirty (30) days immediately before giving effect thereto and immediately after giving pro forma effect thereto and Parent shall have delivered a certificate to Agent certifying the satisfaction of clauses (i) and (ii) above, (ix) on or around the Second A&R Amendment Effective Date, exchanges of Permitted Convertible Notes (2019) for an approximately equal principal amount of Permitted Convertible Notes (2023) and repurchases or repayments of such Permitted Convertible Notes (2019) with the proceeds of such Permitted Convertible Notes (2023) and payment of interest and fees on the Permitted Convertible Notes (2019) that are being exchanged, repurchased or repaid; provided that immediately before and after such exchanges, repurchases pursuant or repayments (i) no Default or Event of Default exists and (ii) Availability is in an amount equal to this clause (y) shall not exceed the or greater of $40,000,000 and 2.5than 17.5% of Total Assets as of the last day of aggregate Borrowing Base (calculated based on the most recently ended Test Period minus delivered Borrowing Base Report) on average during the thirty (A30) days immediately before giving effect thereto and immediately after giving pro forma effect thereto and Parent shall have delivered a certificate to Agent certifying the satisfaction of clauses (i) and (ii) above and (x) on or around the Third A&R Amendment Effective Date, exchanges of Permitted Convertible Notes (2019) for an approximately equal principal amount of Restricted Payments made by Permitted Convertible Notes (2023) and repurchases or repayments of such Permitted Convertible Notes (2019) with the Borrower proceeds of such Permitted Convertible Notes (2023) and payment of interest and fees on the Permitted Convertible Notes (2019) that are being exchanged, repurchased or any Restricted Subsidiary repaid; provided that immediately before and after such exchanges, repurchases or repayments (i) no Default or Event of Default exists and (ii) Availability is in reliance on clause (n) an amount equal to or greater than 17.5% of the definition aggregate Borrowing Base (calculated based on the most recently delivered Borrowing Base Report) on average during the thirty (30) days immediately before giving effect thereto and immediately after giving pro forma effect thereto and Parent shall have delivered a certificate to Agent certifying the satisfaction of “Permitted Restricted Payments”, minus clauses (Bi) the outstanding amount of Investments made by the Borrower or any Restricted Subsidiary in reliance on clause and (ffii) of the definition of “Permitted Investment”above; or (zc) (A) no Event of Default shall have occurred earnout or purchase price adjustments with respect to a Permitted Acquisition unless immediately before and be continuing or would otherwise result therefrom after giving effect to each such repurchases payment the Payment Conditions are satisfied, other than so long as no Default or Event of Default exists, any such payment made pursuant to this clause (z) and (B) solely from the Total Net Leverage Ratio, on a Pro Forma Basis, as of Excluded IP Asset Proceeds deposited in 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 1.0Excluded IP Asset Proceeds Account.

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 payments (whether voluntary or mandatorymanner, or a prepaymentmake any payment in violation of any subordination terms of, redemptionthe Existing Senior Secured Notes, retirementthe Existing Senior Subordinated Notes, defeasance or acquisition) with respect to any Subordinated Debt, except for (i) payments of regularly scheduled interestany Restricted Debt, fees, expenses and indemnification obligations and, to the extent this Agreement is then in effect, principal on the scheduled maturity date thereof, (ii) or any Permitted 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 Subordinated Debt permitted 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 Section 6.1 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 (iiic) the conversion prepayment by any Restricted Subsidiary of any Subordinated Debt to, payable to a Borrower; provided that so long as no Default 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 exists before 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.thereto: