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 (a) Subordinated Debt, except (i) regularly scheduled payments of interest and fees, but only to the extent permitted under any subordination agreement or subordination provisions (including, in the case of the Existing Subordinated Debt, the subordination provisions provided for in the Indenture) relating to such Debt; (ii) so long as each of the Restricted Payment Conditions (Prepayments) is satisfied, both before and after giving effect thereto, any prepayments (and related prepayment fees and associated costs) with respect to Subordinated Debt; (iii) prepayments arising from refinancing of any Subordinated Debt so long as the Refinancing Conditions are satisfied; and (iv) prepayments not to exceed, together with all prepayments made pursuant to Section 10.2.8(b)(iv), $10,000,000 in the aggregate during the period commencing on the Third Amendment Effective Date and ending on the Stated Maturity Date, so long as no Event of Default or Overadvance exists at the time of any such prepayment or would result therefrom; or (b) Borrowed Money (other than the Obligations and Subordinated Debt) except (i) regularly scheduled payments of principal, interest and fees, (ii) so long as each of the Restricted Payment Conditions (Prepayments) is satisfied both before and after giving effect thereto, any prepayments (and related prepayment fees and associated costs) with respect to Borrowed Money; (iii) prepayments arising from refinancing such Debt so long as the Refinancing Conditions are satisfied; and (iv) prepayments not to exceed, together with all prepayments made pursuant to Section 10.2.8(a)(iv), $10,000,000 in the aggregate during the period commencing on the Third Amendment Effective Date and ending on the Stated Maturity Date, so long as no Event of Default or Overadvance exists at the time of any such prepayment or would result therefrom. For purposes of clarity, payments under Section 10.2.8(a)(iv) and Section 10.2.8(b(iv) shall not include any other payments made in accordance with this Section 10.2.8. (m) By deleting Section 10.2.17(f) of the Loan Agreement in its entirety and by substituting the following in lieu thereof:

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 any: (a) Subordinated Debt (other than Subordinated Debt under the TBC Note and the Third Lien Debt, except ) or any Refinancing Debt in respect thereof; (b) Subordinated Debt under the TBC Note (or any Refinancing Debt in respect thereof) except: (i) payments of principal in respect of such Subordinated Debt with net proceeds raised from a sale or issuance by Parent of its Equity Interests; provided that (x) immediately prior to and after giving effect to such payment, no Default or Event of Default has occurred or will occur and (y) for each of the 30 days immediately prior to and after giving effect to such payment, ABL Availability is in an amount greater than 15% of the ABL Revolver Commitments (disregarding any decreased ABL Revolver Commitment amount during the Seasonal Period), and ABL US Availability is in an amount greater than 15% of the ABL US Revolver Commitments (disregarding any decreased ABL US Revolver Commitment amount during the Seasonal Period) (and a Senior Officer of Parent shall certify to Agent, not less than five (5) Business Days prior to the date of payment, that such conditions have been satisfied); and (ii) regularly scheduled payments of interest and fees, but only to in respect of such Subordinated Debt for periods occurring after the extent permitted under any subordination agreement or subordination provisions (including, in the case Agents receipt of the Existing Subordinated Debtfinancial statements and other deliverables required under Sections 10.1.2(a), (b) and (c) for the subordination provisions Fiscal Year ending December 31, 2016; provided for in the Indenturethat (w) relating immediately prior to such Debt; (ii) so long as each of the Restricted Payment Conditions (Prepayments) is satisfied, both before and after giving effect theretoto such payment, any prepayments (and related prepayment fees and associated costs) with respect to Subordinated Debt; (iii) prepayments arising from refinancing of any Subordinated Debt so long as the Refinancing Conditions are satisfied; and (iv) prepayments not to exceed, together with all prepayments made pursuant to Section 10.2.8(b)(iv), $10,000,000 in the aggregate during the period commencing on the Third Amendment Effective Date and ending on the Stated Maturity Date, so long as no Default or Event of Default has occurred or Overadvance exists at will occur, (x) for each of the time 30 days immediately prior to and after giving effect to such payment, ABL Availability is in an amount greater than 15% of the ABL Revolver Commitments (disregarding any decreased ABL Revolver Commitment amount during the Seasonal Period), and ABL US Availability is in an amount greater than 15% of the ABL US Revolver Commitments (disregarding any decreased ABL US Revolver Commitment amount during the Seasonal Period), (y) such prepayment payments are permitted under any Subordination Agreement relating to such Debt and (z) the Agent shall have received satisfactory evidence that the Borrowers are in compliance with each of the financial covenants set forth in Section 10.3 on a pro forma basis after giving effect to such payment (as if such payment was consummated on the first day of the period of measurement) as determined for last day of month most recently ended prior to such payment (for the trailing twelve month period then-ended), all based on calculations and assumptions acceptable to the Agent. (c) The Third Lien Debt or would result therefromany Refinancing Debt in respect thereof, except with the proceeds of the Delayed Draw Term Loan on or about the date of the borrowing thereof; provided that (x) immediately prior to and after giving effect to such payment, no Default or Event of Default has occurred or will occur, (by) for each of the 30 days immediately prior to and after giving effect to such payment, ABL Availability is in an amount greater than 15% of the ABL Revolver Commitments (disregarding any decreased ABL Revolver Commitment amount during the Seasonal Period), and ABL US Availability is in an amount greater than 15% of the ABL US Revolver Commitments (disregarding any decreased ABL US Revolver Commitment amount during the Seasonal Period) and (z) the Agent shall have received satisfactory evidence that the Borrowers are in compliance with each of the financial covenants set forth in Section 10.3 on a pro forma basis after giving effect to such payment (as if such payment was consummated on the first day of the period of measurement) as determined for last day of month most recently ended prior to such payment (for the trailing twelve month period then-ended), all based on calculations and assumptions acceptable to the Agent. (d) Borrowed Money (other than (x) the Obligations and Subordinated Debt(y) except (i) regularly scheduled payments of principalthe ABL Revolver Obligations, interest and fees, (ii) so long as each subject to the terms of the Restricted Payment Conditions (Prepayments) is satisfied both before and after giving effect theretoIntercreditor Agreement; provided, any prepayments (and related prepayment fees and associated costs) with respect to Borrowed Money; (iii) prepayments arising from refinancing such Debt so long as however, that the Refinancing Conditions are satisfied; and (iv) prepayments not to exceed, together with all prepayments made pursuant to Section 10.2.8(a)(iv), $10,000,000 in ABL US Special Advance may only be repaid by the aggregate during the period commencing on the Third Amendment Effective Date and ending on the Stated Maturity Date, so long as no Event of Default or Overadvance exists at the time of any such prepayment or would result therefrom. For purposes of clarity, payments under Section 10.2.8(a)(iv) and Section 10.2.8(b(iv) shall not include any other payments made Borrowers in accordance with this Section 10.2.8. (m) By deleting Section 10.2.17(f) the definition of the “US Special Loan Amount” as defined in the ABL Revolver Loan Agreement as in effect on the date hereof) prior to its entirety and by substituting due date under the following agreements evidencing such Debt as in lieu thereof:effect on the Restatement Effective Date (or as amended thereafter with the consent of Agent).

Restrictions on Payment of Certain Debt. (a) Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to (i) any Subordinated Debt (a) Subordinated Debtother than Debt among Holdings, the Borrowers and Subsidiaries, so long as no Event of Default has occurred and is continuing), except (iA) regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement or subordination provisions (including, in the case of the Existing Subordinated Debt, the subordination provisions provided for in the Indenture) relating to such Debt; , (iiB) so long as each refinancing of Debt permitted under Section 10.2.1, (C) any Permitted Specified Refinancing of the Restricted Payment Conditions PIK Notes or (PrepaymentsD) is satisfiedpayments made in the Ordinary Course of Business with respect to intercompany debt consisting of trade payables arising from the sale of Inventory in a transaction not violative of Section 10.2.17; provided that in each case of clauses (B) and (C), both before and at the time of such transaction after giving effect thereto, any prepayments (no Default or Event of Default shall have occurred and related prepayment fees and associated costs) with respect to Subordinated Debt; (iii) prepayments arising from refinancing of any Subordinated Debt so long as the Refinancing Conditions are satisfiedbe continuing; and (ivii) prepayments not to exceed, together with all prepayments made pursuant to Section 10.2.8(b)(iv), $10,000,000 in the aggregate during the period commencing on the Third Amendment Effective Date and ending on the Stated Maturity Date, so long as no Event of if a Default or Overadvance exists at the time of any such prepayment or would result therefrom; , any Debt, other than (A) the payment of the Debt created hereunder and under the Senior Term Loan Agreement or the Senior Secured Note Indenture and (B) the payment of secured Debt that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Debt. (b) Prepay, redeem, retire or defease any other Borrowed Money (other than the Obligations and Subordinated Obligations), including Senior Term Loan Debt) except , Debt arising under the Senior Secured Notes, prior to its regularly scheduled payment, amortization or maturity date under the agreements evidencing such Debt as in effect on the Closing Date (or as amended thereafter with the consent of Administrative Agent or otherwise in accordance with the Intercreditor Agreements, provided that (i) the consent of Administrative Agent to such amendment shall not be required if such amendment is not materially adverse to the interests of Administrative Agent and Lenders under this Agreement and the other Loan Documents (it being understood that amendments to increase interest rates or shorten regularly scheduled payments payment, amortization or maturity dates, in each case, shall be considered materially adverse to the interests of principal, interest Administrative Agent and fees, Lenders)) except to the extent constituting a Permitted Debt Prepayment; (ii) so long as each that any mandatory prepayments (including pursuant to mandatory offers to purchase) of the Restricted Payment Conditions Senior Term Loan Debt and the Debt arising under the Senior Secured Notes as required in the Senior Term Loan Agreement or the Senior Secured Note Indenture (Prepayments) is satisfied both before as such agreements are in effect on the Closing Date), as applicable, shall not be prohibited under this Section 10.2.8; and after giving effect thereto, any prepayments (and related prepayment fees and associated costs) with respect to Borrowed Money; (iii) prepayments arising from refinancing such any payment of Debt so long as the Refinancing Conditions are satisfied; and (iv) prepayments not to exceed, together with all prepayments made pursuant to Section 10.2.8(a)(iv), $10,000,000 in the aggregate during the period commencing on the Third Amendment Effective Date and ending on the Stated Maturity Date, so long as no Event of Default or Overadvance exists at the time of any such prepayment or would result therefrom. For purposes of clarity, payments under Section 10.2.8(a)(iv) and Section 10.2.8(b(iv) that constitute a Permitted Debt Prepayment shall not include any other payments made in accordance with be prohibited under this Section 10.2.8. (m) By deleting Section 10.2.17(f) of the Loan Agreement in its entirety and by substituting the following in lieu thereof:

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 (i) regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement or subordination provisions (including, in the case of the Existing Subordinated Debt, the subordination provisions provided for in the Indenture) relating to such Debt; (ii) so long as each of the Restricted Payment Conditions (Prepayments) is satisfied, both before and after giving effect thereto, any prepayments Debt (and related prepayment fees and associated costs) with respect a Senior Officer of Borrower Agent shall certify to Subordinated DebtAgent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied); (iii) prepayments arising from refinancing of any Subordinated Debt so long as the Refinancing Conditions are satisfied; and (iv) prepayments not to exceed, together with all prepayments made pursuant to Section 10.2.8(b)(iv), $10,000,000 in the aggregate during the period commencing on the Third Amendment Effective Date and ending on the Stated Maturity Date, so long as no Event of Default or Overadvance exists at the time of any such prepayment or would result therefrom; or (b) Borrowed Money (other than the Obligations and Subordinated Obligations, the Debt evidenced by the Senior Secured Notes Documents or any Senior Notes Refinancing Debt or the 2012 Senior 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 the Required Lenders); (c) Debt evidenced by the Senior Secured Notes Documents, any Senior Notes Refinancing Debt, or any 2012 Senior Notes Debt, except (i) regularly scheduled mandatory payments due thereunder as in effect on the Closing Date (or, with respect to the 2012 Senior Notes Debt, as in effect on the date of principalincurrence of such Debt, interest or as amended thereafter with the consent of the Required Lenders), and fees, (ii) so long as each of the Restricted Payment Conditions (Prepayments) is satisfied both before and after giving effect thereto, any voluntary prepayments (and related prepayment fees and associated costs) with respect to Borrowed Money; (iii) prepayments arising from refinancing on such Debt so long as the Refinancing Conditions are satisfied; and (ivA)(1) prepayments not to exceed, together with all prepayments made pursuant to Section 10.2.8(a)(iv), $10,000,000 in the aggregate during the period commencing on the Third Amendment Effective Date and ending on the Stated Maturity Date, so long as no Event of Default or Overadvance exists at exists, (2) Excess Availability is no less than 50% of the time aggregate Revolver Commitments immediately after giving effect to any such prepayment, and (3) Borrowers shall have delivered to Agent five Business Days prior written notice of any such prepayment accompanied by detailed calculations confirming that Borrowers are in compliance with the requirements set forth in this clause (c)(ii)(A); or would result therefrom(B) if Excess Availability is less than 50% of the aggregate Revolver Commitments immediately after giving effect to any such prepayment, (1) no Event of Default exists, (2) Excess Availability is no less than 20% of the aggregate Revolver Commitments immediately after giving effect to any such prepayment, (3) on a pro forma basis the Fixed Charge Coverage Ratio, measured on a trailing twelve (12) month basis after giving effect to any such prepayment and recomputed for the most recent month for which financial statements have been delivered to Agent, is at least 1.0 to 1.0, and (4) Borrowers shall have delivered to Agent five Business Days prior written notice of any such prepayment accompanied by detailed calculations confirming that Borrowers are in compliance with the requirements set forth in this clause (c)(ii)(B); and (d) payments (other than those set forth in clause (a) above) on intercompany loans, except payments by an Obligor to a Borrower; provided, however, that for purposes of the foregoing clause (c) this Section 10.2.8, no mandatory prepayments shall be made to the extent such prepayments are required on account of sales of Revolver Priority Collateral. For clarification, payments by Parent under the Senior Secured Notes Documents and the documents governing the Senior Notes Refinancing Debt or the 2012 Senior 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 claritydetermining 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, payments under Section 10.2.8(a)(ivsuch amount shall equal the lesser of (x) the total proceeds of such sale of Revolver Priority Collateral, and Section 10.2.8(b(iv(y) shall not include any other payments made the greater of (i) the value of such 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 Section 10.2.8clause (y), as assessed on the date of such asset sale.” (m) By deleting Section 10.2.17(f) 10.2.14 of the Loan Agreement is hereby amended and restated in its entirety and by substituting the following in lieu thereofto read as follows:

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 any: ​ (a) Subordinated Debt, except that: ​ (i) [reserved] (ii) subject to the terms of the COKeM Sellers Subordination Agreement, Borrowers may make (A) any non-cash payment in respect of the TICO Disputes (as defined in the CokeM Purchase Agreement as in effect on the Fifth Amendment Effective Date) made in accordance with Section 9.8(a) of the CokeM Purchase Agreement as in effect on the Fifth Amendment Effective Date, (B) any non-cash payment in respect of the PPP Loan made in accordance with Section 9.8(b) of the CokeM Purchase Agreement as in effect on the Fifth Amendment Effective Date, (C) regularly scheduled payments (i.e. not prepayments) of interest on the COKeM $6,000,000 Sellers Note through and feesincluding December 31, but only 2020, so long as immediately before and immediately after giving effect to each such payment, no Default or Event of Default shall have occurred and be continuing, (D) regularly scheduled payments (i.e. not prepayments) of principal and interest on the COKeM $6,000,000 Sellers Note so long as in the case of each such payment, both before and immediately after giving effect to any such payment, all of the Payment Conditions are satisfied, (E) any “catch-up” payments of principal and interest that were not paid when originally due because the Borrower obligated thereunder was not permitted to make such original payments as a result of not meeting the Payment Conditions at such time, so long as in the case of each such “catch up” payment, both before and immediately after giving effect to any such “catch up” payment, all of the Payment Conditions are satisfied, and (F) voluntary prepayments of principal in respect of the COKeM $6,000,000 Sellers Note so long as in the case of each such voluntary payment, both before and immediately after giving effect to any such voluntary payment, all of the Payment Conditions are satisfied; ​ ​ (iii) subject to the extent permitted under terms of the IC-DISC Subordination Agreements, Borrowers may make: (A) principal payments in respect of any subordination agreement or subordination provisions (includingIC-DISC Notes, so long as, in the case of the Existing Subordinated Debt, the subordination provisions provided for in the Indenture) relating to each such Debt; (ii) so long as each of the Restricted Payment Conditions (Prepayments) is satisfiedpayment, both before and immediately after giving effect theretoto any such payment, any prepayments (and related prepayment fees and associated costs) with respect to Subordinated Debt; (iii) prepayments arising from refinancing all of any Subordinated Debt so long as the Refinancing Payment Conditions are satisfied; ​ (B) any payment of paid-in-kind interest with respect to the Debt under the IC-DISC Notes and the accrual or capitalization of interest, fees or other amounts thereunder, whether pursuant to the terms of the IC-DISC Notes or in lieu of cash payments that otherwise were prohibited under the terms of this Agreement or the IC-DISC Subordination Agreements. ​ Not less than 5 Business Days prior to the date of any payment permitted under this clause (a), a Senior Officer of Borrower Agent shall certify to Agent that all conditions to such payment have been satisfied under (i) this Agreement and (ivii) prepayments not the IC-DISC Subordination Agreements or the COKeM Sellers Subordination Agreement, as applicable. ​ (b) Debt of COKeM in respect of the COKeM $2,500,000 Sellers Note, except, COKeM may make a single principal payment in an amount up to exceed$2,500,000 on the COKeM $2,500,000 Sellers Note on or within three Business Days after March 31, together 2021. ​ (c) Debt of Mill Creek with all prepayments made pursuant respect to Section 10.2.8(b)(ivthe Incentive Fee and the Supplemental Incentive Fees as those terms are defined in the Technicolor Services Agreement, except Borrowers may make regularly scheduled payments of such Incentive Fees as provided in the Technicolor Services Agreement as the same is in effect on Third Amendment Effective Date1. (d) Debt of Alliance with respect to the Earn Out Payments (as defined in the MCE Earn Out Agreement), $10,000,000 except that Borrowers may make payments of such Earn Out Payments as provided in the aggregate during MCE Earn Out Agreement as the period commencing same is in effect on the Third Amendment Effective Date and ending Date. (e) Debt of COKeM in respect of the COKeM Independent Contractor Agreement, except, COKeM may make regularly scheduled payments to Xxxxxxx Xxxx under the COKeM Independent Contractor Agreement up to $3,000,000 in aggregate on the Stated Maturity Dateor within three Business Days after December 31, so long as no Event of Default or Overadvance exists at the time of any such prepayment or would result therefrom; or 2020. ​ (bf) Borrowed Money (other than the Obligations and the Subordinated Debt) except (i) regularly scheduled payments of principal, interest and fees, (ii) so long as each of prior to its due date under the Restricted Payment Conditions (Prepayments) is satisfied both before and after giving effect thereto, any prepayments (and related prepayment fees and associated costs) with respect to Borrowed Money; (iii) prepayments arising from refinancing agreements evidencing such Debt so long as the Refinancing Conditions are satisfied; and (iv) prepayments not to exceed, together with all prepayments made pursuant to Section 10.2.8(a)(iv), $10,000,000 in the aggregate during the period commencing effect on the Third Amendment Effective Closing Date and ending on (or as amended thereafter with the Stated Maturity Date, so long as no Event consent of Default or Overadvance exists at the time of any such prepayment or would result therefromAgent). For purposes of clarity, payments under Section 10.2.8(a)(iv) and Section 10.2.8(b(iv) shall not include any other payments made in accordance with this Section 10.2.8. (m) By deleting Section 10.2.17(f) of the Loan Agreement in its entirety and by substituting the following in lieu thereof:​

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 (i) any (a) Subordinated Debt, except (i) regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement or subordination provisions (including, in the case of the Existing Subordinated Debt, the subordination provisions provided for in the Indenture) relating to such DebtDebt (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) and payments made to a Borrower in respect of a Permitted Originator Note; or (ii) so long as each of the Restricted Payment Conditions (Prepayments) is satisfied, both before and after giving effect thereto, any prepayments (and related prepayment fees and associated costs) with respect to Subordinated Debt; (iii) prepayments arising from refinancing of any Subordinated Debt so long as the Refinancing Conditions are satisfied; and (iv) prepayments not to exceed, together with all prepayments made pursuant to Section 10.2.8(b)(iv), $10,000,000 in the aggregate during the period commencing on the Third Amendment Effective Date and ending on the Stated Maturity Date, so long as no Event of Default or Overadvance exists at the time of any such prepayment or would result therefrom; or (b) Borrowed Money (other than the Obligations and Subordinated Debtobligations under the HY Note Facility) except prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date (ior as amended thereafter with the consent of Agent and Required Lenders). (b) regularly scheduled Make any payment with respect to a Permitted ABS Transaction (other than payments of principal, interest and fees, (ii) so long as each made with the proceeds of the Restricted Payment Conditions (PrepaymentsSecuritized Contracts of the corresponding Permitted ABS Transaction) is satisfied both unless immediately before and after giving effect theretoto any such repayment no Default or Event of Default exists and 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, any prepayments (and related prepayment fees and associated costsor a prepayment, redemption, repurchase, retirement, defeasance or acquisition) with respect to Borrowed Money; the HY Note Facility unless immediately before and after giving effect to any such repayment (iiii) prepayments arising from refinancing such Debt so long as the Refinancing Conditions are satisfied; and (iv) prepayments not to exceed, together with all prepayments made pursuant to Section 10.2.8(a)(iv), $10,000,000 in the aggregate during the period commencing on the Third Amendment Effective Date and ending on the Stated Maturity Date, so long as no Default or Event of Default or Overadvance exists at and (ii) Availability exceeds the time greater of any such prepayment or would result therefrom. For purposes (x) $92,500,000 and (y) 12.5% of clarity, payments under Section 10.2.8(a)(iv) and Section 10.2.8(b(iv) shall not include any other payments made the Borrowing Base then in accordance with this Section 10.2.8effect. (mg) By deleting Section 10.2.17(f) 10.2.14 of the Loan Agreement is hereby deleted in its entirety and by substituting the following in lieu thereofis substituted therefor:

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 (a) Subordinated Debt, except (i) regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement or subordination provisions (including, in the case of the Existing Subordinated Debt, the subordination provisions provided for in the Indenture) relating to such Debt; Debt (iiand 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) so long as each and payments made to a Borrower in respect of a Permitted Originator Note; (b) Make any payment with respect to a Permitted ABS Transaction (other than payments made with the proceeds of the Restricted Payment Conditions (PrepaymentsSecuritized Contracts of the corresponding Permitted ABS Transaction) is satisfied, both unless immediately before and after giving effect theretoto any such repayment no Default or Event of Default exists and 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, any prepayments (and related prepayment fees and associated costsor a prepayment, redemption, repurchase, retirement, defeasance or acquisition) with respect to Subordinated Debt; (iii) prepayments arising from refinancing of any Subordinated Debt so long as the Refinancing Conditions are satisfied; and (iv) prepayments not to exceed, together with all prepayments made pursuant to Section 10.2.8(b)(iv), $10,000,000 in the aggregate during the period commencing on the Third Amendment Effective Date and ending on the Stated Maturity Date, so long as no Event of Default or Overadvance exists at the time of any such prepayment or would result therefrom; or (b) Borrowed Money (other than including the Obligations and Subordinated Debt) except HY Notes), except (i) regularly scheduled payments of principal, interest principal with respect to Capital Leases and fees, Purchase Money Debt and scheduled payments at maturity of all Borrowed Money; (ii) so long as each of the Restricted Payment Conditions (Prepayments) is satisfied both before and after giving effect thereto, any prepayments (and related prepayment fees and associated costs) principal payments with respect to Borrowed Money; (iii) prepayments arising from refinancing such Debt so long as Money to the Refinancing Conditions are satisfied; and (iv) prepayments not to exceed, together with all prepayments made pursuant to Section 10.2.8(a)(iv), $10,000,000 in extent the aggregate amount of such payments during the period commencing on the Third Amendment Effective Date and ending on the Stated Maturity Dateterm of this Agreement does not exceed $15,000,000, so long as immediately before and immediately after giving effect to any such payment no Default or Event of Default or Overadvance exists at exists; (iii) the time full payment of any Purchase Money Debt or obligations under a Capital Lease using the proceeds from the sale of the Property subject to such prepayment Purchase Money Debt or would result therefrom. For purposes of clarity, payments under Section 10.2.8(a)(ivCapital Lease; (iv) and Section 10.2.8(b(iv) shall not include any other principal payments made in accordance with this Section 10.2.8. respect to Borrowed Money so long as immediately before and immediately after giving effect to any such payment (mA) By deleting Section 10.2.17(fno Default or Event of Default exists and (B) the sum of (w) Qualified Cash, plus (x) Availability is greater than the greater of (I) 33% of the Loan Agreement in its entirety sum of (y) Qualified Cash, plus (z) the Borrowing Base and by substituting the following in lieu thereof:(II) $175,000,000.