Common use of Optional Payments and Modifications of Certain Debt Instruments Clause in Contracts

Optional Payments and Modifications of Certain Debt Instruments. (a) Make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease (i) any Mezzanine Facility Indebtedness then outstanding or (ii) the principal of or interest on, or any other amount owing in respect of any Permitted Subordinated Indebtedness; provided that (A) the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted 91 Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereof.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease (i) any Mezzanine Facility Indebtedness then outstanding or (ii) the principal of or interest on, or any other amount owing in respect of any Permitted Subordinated Indebtedness; provided that (A) the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted 91 Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, Company and (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity ContributionPeriod. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereof.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease segregate funds with respect to (x) any Subordinated Debt or (y) any Subordinated Revolving Obligations or Additional Subordinated Debt (it being understood that (i) any Mezzanine Facility Indebtedness then outstanding or the Borrower and its Subsidiaries shall be permitted to make regularly scheduled interest, fees and principal payments as and when due in respect of Subordinated Debt, other than payments in respect thereof prohibited by the subordination provisions thereof, (ii) so long as no Event of Default shall have occurred and be continuing under this Agreement, the Borrower shall be permitted to make interest, fees and principal payments under the Subordinated Revolving Facility without a reduction in the commitment thereunder (in accordance with the terms of the Subordination Agreement) or any agreement governing Additional Subordinated Debt with or without a concomitant reduction in the commitment thereunder (in accordance with the terms of a subordination agreement substantially in the form of the Subordination Agreement) and re-borrow such repaid amounts, and (iii) the Borrower shall be permitted to issue PIK Notes under the Subordinated Revolving Facility); (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Subordinated Debt incurred as permitted hereunder (other than any such amendment, modification, waiver or other change that (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest on, thereon and (ii) does not involve the payment of a consent fee); or (c) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Indebtedness” (or any other amount owing in respect defined term having a similar purpose) for the purposes of any Permitted agreement governing any Subordinated Indebtedness; provided that (A) the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 Debt incurred as of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted 91 Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereofhereunder.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease segregate funds with respect to the Senior Subordinated Notes except (i) any Mezzanine Facility with proceeds of Permitted Refinancing Indebtedness then outstanding or permitted to be incurred under Section 7.2(e) and (ii) the Borrower may repurchase up to $5,000,000 of Senior Subordinated Notes over the term of this Agreement; (b) change or amend, or agree to any change or amendment to, the terms of the Senior Subordinated Notes or the Senior Subordinated Note Indenture if the effect of such change or amendment is to: (i) increase the interest rate on the Senior Subordinated Notes, (ii) shorten the dates upon which payments of principal of or interest onare due on the Senior Subordinated Notes, (iii) add or change in a manner adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to the Senior Subordinated Note Indenture, (iv) change in a manner adverse to the Borrower the prepayment provisions in the Senior Subordinated Note Indenture, (v) change the subordination provisions set forth in Article 10 of the Senior Subordinated Note Indenture or (vi) increase the obligations of the Borrower and its Subsidiaries, taken as a whole, or confer additional rights on the holders of the Senior Subordinated Notes in a manner adverse to the Borrower and its Subsidiaries, taken as a whole, or the Lenders; or (c) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents) as "Senior Debt" (or any other amount owing in respect of any Permitted Subordinated Indebtedness; provided that (Adefined term having a similar purpose) the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as for purposes of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Senior Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted 91 Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereofNote Indenture.

Optional Payments and Modifications of Certain Debt Instruments. (acc) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease (i) segregate funds with respect to the Senior Unsecured Notes, Senior Subordinated Notes, the Existing Senior Subordinated Notes, any Mezzanine Facility Indebtedness then outstanding Permitted Refinancing Debt or (ii) enter into any derivative or other transaction with any Derivatives Counterparty obligating Holdings the principal of or interest on, Borrower or any other amount owing in respect Subsidiary to make payments to such Derivatives Counterparty as a result of any Permitted change in market value of the Senior Unsecured Notes, the Senior Subordinated Indebtedness; provided that Notes or the Existing Senior Subordinated Notes (other than (A) the Borrower refinancing of any Existing Senior Subordinated Notes with Permitted Refinancing Debt and (B) the repurchase of up to $50,000,000 in aggregate principal amount of its Existing Senior Subordinated Notes, Senior Subordinated Notes, Senior Unsecured Notes and/or any Permitted Refinancing Debt; provided that before and after giving effect to such repurchase, no Default or Event of Default shall have occurred or be continuing), (b) amend, modify, waive or otherwise change, or consent or agree to any Restricted Subsidiary may prepay amendment, modification, waiver or other change to, any Mezzanine Facility Indebtedness (of the terms of the Senior Unsecured Notes, the Senior Subordinated Notes, the Existing Senior Subordinated Notes or any Permitted Refinancing thereofDebt (other than any such amendment, modification, waiver or other change that (i) with amounts constituting would extend the Available Amount at maturity or reduce the amount of any time if payment of principal thereof or reduce the Consolidated Total Leverage Ratio is equal to rate or less extend any date for payment of interest thereon and (ii) does not involve the payment of a consent fee), (c) enter into or be party to, or make any payment under, any Synthetic Purchase Agreement; or (d) designate any Indebtedness (other than 4.50 to 1.00 as obligations of the end Loan Parties pursuant to the Loan Documents) as “Designated Senior Debt” (or any other defined term having a similar purpose) for the purposes of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Senior Subordinated Indebtedness (Note Indenture or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted 91 Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereofDebt Document.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make any optional or voluntary payment, prepayment, repurchase or redemption ofof or otherwise optionally or voluntarily defease or segregate funds with respect to the Second Lien Notes (or any refinancing thereof) and any Indebtedness the payment of principal and interest of which and other obligations of Holdings or any of its Subsidiaries in respect of which are subordinated to the prior payment in full of the obligations hereunder (other than the Senior Subordinated Notes, which may be refinanced with the proceeds of a Permitted Refinancing or an equity issuance of Holdings pursuant to the terms hereof, the Second Lien Notes, which may be refinanced pursuant to the terms of the Intercreditor Agreement, and any IASG Notes and related premiums required in connection with the refinancing thereof, which may be repaid or defeased with the proceeds of New Term Loans hereunder and cash on hand on the Amendment Effective Date); (b) amend, modify, waive or otherwise change, or otherwise voluntarily consent or optionally defease agree to any amendment, modification, waiver or other change to, any of the terms of any Indebtedness described in clause (a) (including the Senior Subordinated Notes and the Second Lien Notes) (other than any such amendment, modification, waiver or other change that (i) would extend the maturity or reduce the amount of any Mezzanine Facility Indebtedness then outstanding payment of principal thereof or reduce the rate or extend any date for payment of interest thereon, (ii) could not reasonably be expected to increase the principal obligations of the obligor or interest onconfer additional rights on the holder of such subordinated Indebtedness, in each case, in a manner reasonably expected to be materially adverse to the interests of the Lenders or (iii) in the case of the Second Lien Notes, is permitted by the Intercreditor Agreement); or (c) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Indebtedness” (or any other amount owing in respect defined term having a similar purpose) for the purposes of any Permitted the indenture governing the Senior Subordinated Indebtedness; provided that (A) the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (Notes or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted 91 Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereof.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease segregate funds with respect to any Junior Indebtedness (any of the foregoing, a “Restricted Debt Payment”) other than: (i) any Mezzanine Facility refinancings of Junior Indebtedness then outstanding or with the proceeds of Permitted Refinancing Indebtedness permitted in respect thereof under Section 7.2; (ii) the principal payments of or interest on, or any other amount owing in respect of Junior Indebtedness made solely with Qualified Capital Stock or the conversion of any Permitted Subordinated IndebtednessJunior Indebtedness into Qualified Capital Stock; provided that (Aiii) prepayments of intercompany Junior Indebtedness permitted hereunder owed by the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay Subsidiary; provided that no prepayment of any Permitted Subordinated Junior Indebtedness (or owed by any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal Loan Party to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted 91 Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness that is not a Loan Party shall be permitted so long as an Event of Default shall have occurred and be continuing or any Permitted Subordinated Indebtedness would result therefrom; (iv) so long as no Event of Default has occurred and is continuing or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Companywould result therefrom, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) Restricted Debt Payments in an aggregate principal amount amount, together with Restricted Payments made under Section 7.6(h)), not to exceed $75,000,000 50,000,000 in any fiscal year; (v) so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments in an amount equal to the Available Amount on such date; provided that at any the time if of the making of such Restricted Debt Payment and immediately after giving effect thereto, the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of for the end of the most recently ended Applicable Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance byPeriod, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrowercalculated on a Pro Forma Basis, is not Disqualified Capital Stockin excess of 3.75 to 1.00; and (vi) whichso long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments if, at the time of making such Restricted Debt Payment and immediately after giving effect thereto, the Consolidated Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, is not in excess of 3.00 to 1.00. For purposes of determining compliance with this Section 7.8(a), in the case event that a Restricted Debt Payment meets the criteria of any more than one of the categories of Restricted Debt Payments described in clauses (i) through (vi) above, the Borrower may, in its sole discretion, divide or classify or later divide, classify or reclassify all or a portion of such Equity Issuance by, Restricted Debt Payment in a manner that complies with this Section 7.7(a) and will only be required to include the amount and type of such Restricted Debt Payment in one or capital contribution to, Holdings, have been contributed in cash as common equity more of the above clauses. Notwithstanding anything to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing contrary contained in this Section 7.8 7.8(a), in no event shall prohibit any AHYDO Payments payment in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness orbe permitted if such payment is in violation of the subordination provisions of such Subordinated Indebtedness. (b) Amend, in each casemodify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any Permitted Refinancing thereof.of the terms of any Junior Indebtedness (other than any such amendment, modification, waiver or other change that would not materially and adversely affect the interests of the Lenders). 7.9

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption ofof or otherwise optionally or voluntarily defease or segregate funds with respect to any Exit Facility Loans (excluding prepayments of revolving and swingline loans constituting Exit Facility Loans) (it being understood that the foregoing shall not prohibit reimbursement of drawings under letters of credit), Junior Lien Indebtedness or Subordinated Indebtedness (except for Permitted Refinancings thereof plus the amount of premiums, penalties, accrued and unpaid interest and fees and expenses associated therewith); (b) amend, modify, waive or otherwise change, or otherwise voluntarily consent or optionally defease agree to any amendment, modification, waiver or other change to, any of the terms of the Exit Facility Agreement, any Subordinated Indebtedness permitted under Section 6.1(t) or (y) or any Junior Lien Indebtedness permitted under Section 6.1(t) or (y) (if the effect of such amendment, modification, waiver or other change would be to (i) change to earlier dates the dates on which any Mezzanine Facility Indebtedness then outstanding payments of principal or interest are due thereon, (ii) increase the principal of or interest onrate, or the portion thereof payable on a current basis in cash, applicable thereto, (iii) change the redemption, prepayment or defeasance provisions thereof, (iv) change the lien or payment subordination provisions thereof (or of any guaranty thereof or intercreditor arrangement with respect thereto), (v) materially change any collateral therefor (other than (x) in the case of the Exit Facility Agreement, where such additional collateral secures the Obligations hereunder on an equal and ratable basis as contemplated by the Collateral Agency and Intercreditor Agreement and (y) in the case of Subordinated Indebtedness and Junior Lien Indebtedness, to release such collateral), (vi) shorten the maturity date therefor, or (vii) change any other amount owing in respect of any Permitted Subordinated Indebtedness; provided that (A) the Borrower term or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing provision thereof) with amounts constituting the Available Amount at any time , if the Consolidated Total Leverage Ratio effect of such change, together with all other changes made, is equal to or less than 4.50 to 1.00 as increase materially the obligations of the end obligor thereunder or to confer any additional rights on the holders of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated such Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted 91 Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness that would be materially adverse to the extent permitted by Section 7.2 and (D) Borrower, the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings Administrative Agent or the Borrower (which Lenders, without the prior written consent of Required Lenders) except in the case of any Junior Lien Indebtedness, as otherwise permitted under the Collateral Agency and Intercreditor Agreement; (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any preferred stock of the Borrower if the effect of such Equity Issuance by the Borroweramendment, is not modification, waiver or other change would be to cause such preferred stock to become Disqualified Capital Stock, without the prior written consent of Required Lenders; (d) which, in designate any Indebtedness (other than obligations of the case Loan Parties pursuant to the Loan Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of any such Equity Issuance bySubordinated Indebtedness Agreement; or (e) amend, modify, waive or otherwise change, or capital contribution consent or agree to any amendment, modification, waiver or other change to, Holdings, have been contributed in cash as common equity to any Shared Loan Document (i) which requires the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect consent of the Mezzanine “Required Lenders” under, and as defined in, the Exit Facility Indebtedness Agreement (or any Permitted Subordinated Indebtedness orother group of lenders thereunder, in each casehowever defined), any Permitted Refinancing thereofunless the Required Lenders hereunder have provided their prior written consent thereto or (ii) which requires the consent of all “Lenders” under, and as defined in, the Exit Facility Agreement, unless 100% of the Lenders hereunder have provided their prior written consent thereto.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Subordinated Notes, any Permitted Refinancing Indebtedness in respect thereof or any other Subordinated Indebtedness; provided, however, that the Borrower may make an optional or voluntary payment, prepayment, repurchase or redemption in respect of, or otherwise optionally or voluntarily defease or optionally defease segregate funds with respect to, the Senior Subordinated Notes so long as either (i) any Mezzanine Facility Indebtedness then outstanding such transaction is consummated pursuant to the Tender Offer Documents as in effect on the Closing Date (or after giving effect to such amendments thereto as are not materially adverse to the interests of the Lenders) or (ii) such transaction is consummated after the principal expiry of the Tender Offer and the receipt by the Borrower of the proceeds of the Tender Offer Term Loans, (b) amend, modify, waive or interest onotherwise change, or consent or agree to any amendment, modification, waiver or other amount owing in respect change to, any of any Permitted the terms of the Senior Subordinated Indebtedness; provided that (A) the Borrower Notes or any Restricted Subsidiary may prepay agreement or instrument governing any Mezzanine Facility Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as Indebtedness in respect of the end of Senior Subordinated Notes (other than any such amendment, modification, waiver or other change relating to the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Senior Subordinated Indebtedness (Notes or any Permitted Refinancing thereofIndebtedness in respect thereof that either (i) with amounts constituting is effected pursuant to the Available Amount at any time if Tender Offer Documents as in effect on the Consolidated Total Leverage Ratio is equal Closing Date (or after giving effect to or less than 4.50 such amendments thereto as are not materially adverse to 1.00 as the interests of the end Lenders) or (ii) (A) would extend the maturity or reduce the amount of any payment of principal thereof or reduce Table of Contents the most recently ended Reference Period, (C) the Borrower or any Restricted 91 Subsidiary may refinance, replace rate or extend any Mezzanine Facility date for payment of interest thereon or eliminate covenants governing the terms thereof and (B) does not involve the payment of a consent fee), or (c) designate any Indebtedness or Permitted Subordinated Indebtedness (other than obligations of the Loan Parties under to the extent permitted by Section 7.2 and (DLoan Documents) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness as “Designated Senior Debt” (or any Permitted Refinancing thereofother defined term having a similar purpose) to for the Capital Stock purposes of Holdings the Senior Subordinated Note Indenture, any agreement or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or instrument governing any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness Senior Subordinated Notes or any Permitted agreement or instrument governing any other Subordinated Indebtedness or, in each case, any Permitted Refinancing thereof(and the Obligations of the Loan Parties under the Loan Documents shall be so designated).

Optional Payments and Modifications of Certain Debt Instruments. Notwithstanding Sections 6.08(b) and 6.11, no Loan Party will (a) Make make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease segregate funds with respect to the Senior Notes Obligations or Indebtedness under the Existing 2010 Notes or take any action to effect any of the foregoing; provided, however, that (i) so long as no Event of Default is in existence or would be caused thereby, the US Borrower shall be permitted to redeem or prepay the Senior Notes Obligations or Indebtedness under the Existing 2010 Notes solely with the cash proceeds it receives substantially concurrently with such redemption or prepayment from a public offering of Holdings’ common stock to the extent permitted under Section 4 of the Senior Notes Indenture with the Net Cash Proceeds (as defined in the Senior Notes Indenture) of one or more Equity Offerings (as defined in the Senior Notes Indenture), (ii) the US Borrower shall be permitted to redeem or prepay the Senior Notes Obligations so long as, both before and after giving effect to any Mezzanine Facility such redemption or prepayment, (x) the sum of (1) Aggregate Availability and (2) the aggregate amount of cash or Permitted Investments of the Loan Parties subject in each case to a first priority perfected security interest in favor of the Administrative Agent pursuant to the Loan Documents exceeds $45,000,000 and (y) no Event of Default is in existence, (iii) the US Borrower shall be permitted to redeem or prepay the remaining Indebtedness then outstanding under the Existing 2010 Notes after giving effect to the consummation of the Existing 2010 Notes Tender Offer Transaction so long as, both before and after giving effect to any such redemption or prepayment, (x) the sum of (1) Aggregate Availability and (2) the aggregate amount of cash or Permitted Investments of the Loan Parties subject in each case to a first priority perfected security interest in favor of the Administrative Agent pursuant to the Loan Documents exceeds $30,000,000 and (y) no Event of Default is in existence, and (iv) so long as no Default or Event of Default is in existence, the Senior Notes Obligations outstanding at any time may be repaid in full with the proceeds of Refinancing Senior Note Indebtedness permitted by Section 6.01(k), or (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes, the Senior Notes Indenture or any other material agreement relating to any thereof or the Existing 2010 Notes, the Existing 2010 Notes Indenture or any other material agreement relating to any thereof (other than any such amendment, modification, waiver or other change that (A) (i) would extend the maturity or reduce the amount of any payment of principal of the Senior Notes or Existing 2010 Notes (as applicable) or reduce the rate or extend any date for payment of interest thereon, (ii) would add additional guarantors as contemplated therein as of the Effective Date and permitted hereunder, or (iii) would have the sole purpose of making a covenant contained in the Senior Notes Indenture or the Existing 2010 Notes Indenture (as applicable) less restrictive than the corresponding covenant contained herein (in each such case with respect to this clause (A), so long as such amendment, modification, waiver or other change does not involve the payment of a consent fee) or (B) with respect to the Senior Notes or the Senior Notes Indenture (or other material agreements related thereto) is done solely to consummate a Refinancing Senior Note Indebtedness permitted by Section 6.01(k). Notwithstanding anything to the contrary set forth above, this Section 6.12 shall not be deemed to prohibit (i) the consummation of the Existing 2010 Notes Tender Offer Transaction, or (ii) the principal of or interest on, or any other amount owing in respect of any Permitted Subordinated Indebtedness; provided that (A) the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted 91 Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness amendments to the extent permitted by Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments Indenture in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereofExisting 2010 Notes implemented by the Existing 2010 Notes Supplemental Indenture.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption ofof or otherwise optionally or voluntarily defease or segregate funds with respect to, or otherwise voluntarily or optionally defease make any payment in violation of any subordination terms applicable to (iany of the foregoing, a “Restricted Debt Payment”) any Mezzanine Facility Indebtedness then outstanding that is subordinated in right of payment to the Loans (other than Indebtedness among any of the Borrower and its Restricted Subsidiaries) (each of the foregoing, “Restricted Indebtedness”) (in each case other than (w) a Permitted Refinancing thereof, (x) an exchange of Capital Stock of Parent or Holdings to the holders of any Restricted Indebtedness for the cancellation of all or any portion of any such Restricted Indebtedness, as applicable, (iiy) with Capital Stock Net Cash Proceeds and (z) in any amounts if both immediately before and after giving effect thereto the principal of or interest onPayment Conditions are satisfied, or enter into any derivative or other amount owing in respect of transaction with any Permitted Subordinated Indebtedness; provided that (A) Derivatives Counterparty obligating the Borrower or any Restricted Subsidiary may prepay to make payments to such Derivatives Counterparty as a result of any Mezzanine Facility change in market value of any such Restricted Indebtedness, (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Second Lien Notes, Ratio Debt, Credit Agreement Refinancing Indebtedness, Permitted Incremental Equivalent Debt or any Indebtedness incurred pursuant to Section 8.02(p), (or in each case, (x) other than pursuant to any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (By) other than any such amendment, modification, waiver or other change that (i) would extend the Borrower maturity or reduce the amount of any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (payment of principal thereof or any Permitted Refinancing thereof) with amounts constituting reduce the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted 91 Subsidiary may refinance, replace rate or extend any Mezzanine Facility date for payment of interest thereon or (ii) would not reasonably be expected to materially increase the obligations of the obligor or confer additional material rights on the holders of such Indebtedness or Permitted Subordinated Indebtedness in a manner reasonably expected to be materially adverse to the extent permitted by Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as interests of the end Lenders or (z) other than such amendments, modifications, waivers, consents or other changes to any of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case terms of any such Equity Issuance by Indebtedness that could otherwise be made in accordance with the Borrowerterms of the definition of Permitted Refinancing as if a refinancing of such Indebtedness was then to occur even though no such refinancing of such Indebtedness occurs), (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Term Loan Agreement if such amendment, modification, waiver or other change is not Disqualified Capital Stockpermitted under the First Lien Intercreditor Agreement or (d) whichamend, in modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, the case terms of any preferred equity in a manner that would (i) set the scheduled redemption date prior to the date that is six months after the then Latest Maturity Date or (ii) allow the holders of such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common preferred equity to the Borrowerredeem, in each case at their option, prior to the extent it date that is not a Specified Equity Contribution. Notwithstanding six months after the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereofthen Latest Maturity Date.

Optional Payments and Modifications of Certain Debt Instruments. (ai) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease (i) any Mezzanine Facility Indebtedness then outstanding or (ii) segregate funds with respect to the principal of or interest onHoldings Subordinated Notes, the Borrower Subordinated Notes or any other amount owing in respect of any Permitted Subordinated Indebtedness; provided that Obligations (Aexcept (v) the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted 91 Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 5.02(f)(vi), (w) a refinancing of the Holdings Subordinated Notes with Subordinated Obligations of Holdings permitted by Section 5.02(b)(v) and this Section 5.02(h) and a refinancing of the Borrower Subordinated Notes with Subordinated Obligations permitted by Section 5.02(b)(vi) and this Section 5.02(h), (x) exchange of the Holdings Subordinated Notes or the Borrower Subordinated Notes for Equity Securities of the Parent, (y) payments permitted to be made pursuant to Section 5.02(f) and (z) payments expressly approved in writing by the Required Lenders); (ii) enter into or amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Holdings Subordinated Note Documents, the Borrower Subordinated Note Documents or any other Subordinated Obligations (including any extension, refinancing or renewal pursuant to Section 5.02(b)(v) or Section 5.02(b)(vi)) if such provision, amendment, modification, waiver or other change would (A) add any financial covenant or any definition relating thereto, (B) modify in a manner materially adverse to the Lenders any financial covenant or any definition relating thereto, (C) shorten the final maturity or require any payment to be made sooner than originally scheduled or increase any other amount payable thereunder other than interest, (D) decrease the Borrower amount of senior debt or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness guarantor senior debt permitted thereunder (or any Permitted Refinancing thereof) to except as provided therein on the Capital Stock date of Holdings or any Parent Companythis Agreement), (E) add or change any agreement, covenant or condition in any manner that is more restrictive on the Borrower may prepay Loan Parties or Restricted Subsidiaries than the Mezzanine Facility agreements, covenants or conditions set forth in the Credit Documents or that would otherwise contravene or violate the provisions of this Agreement or the other Credit Documents, (F) provide any collateral therefor or provide any additional guaranties therefor, or (G) change any subordination provision thereof or any definition relating thereto; or (iii) designate any Indebtedness (other than the Obligations, any other obligations of the Loan Parties pursuant to other Credit Documents, any Permitted Pari Passu Secured Refinancing Debt, any Permitted Junior Secured Refinancing Debt and any Permitted Unsecured Refinancing Debt) as “Designated Senior Indebtedness” (or any Permitted Refinancing thereofother defined term having a similar purpose) in an aggregate principal amount not to exceed $75,000,000 at for the purposes of any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Holdings Subordinated Note Document, any Borrower may prepay the Mezzanine Facility Indebtedness (Subordinated Note Document or any Permitted Refinancing thereof) with the Net Cash Proceeds received from document representing any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted other Subordinated Indebtedness or, in each case, any Permitted Refinancing thereofObligations.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease (i) segregate funds with respect to any Mezzanine Facility Indebtedness then outstanding or (ii) the principal of or interest on, Permitted Unsecured Debt or any other amount owing in respect of any Permitted Subordinated Indebtedness; provided that Indebtedness except for (A) the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference PeriodRefinancings, (B) cash payments in lieu of issuing fractional shares in connection with the Borrower conversion or exchange of any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference PeriodConvertible Debt, (C) so long as (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (y) after giving effect to such payment, prepayment, repurchase, redemption, defeasance or segregation, the Borrower Consolidated Leverage Ratio does not exceed 3.50 to 1.00 determined on a Pro Forma Basis, payments, prepayments, repurchases, redemptions, defeasances or any Restricted 91 Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness segregations of funds in an amount up to the extent permitted by Section 7.2 and Available Amount, (D) payments, prepayments, repurchases, redemptions, defeasances or segregations of funds in additional amounts so long as, on the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing date thereof) , the Consolidated Leverage Ratio, on a Pro Forma Basis, shall not exceed 2.75 to the Capital Stock of Holdings or any Parent Company, 1.00 and (E) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may prepay the Mezzanine Facility Indebtedness Net Share Settlement of any Permitted Net Share Settled Convertible Debt (or any Permitted Refinancing thereof) in an aggregate principal amount not accordance with its terms; (ii) amend, modify, waive or otherwise change, or consent or agree to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to amendment, modification, waiver or less than 4.00 to 1.00 as other change to, any of the end terms of any Permitted Unsecured Debt or any Subordinated Indebtedness (other than intercompany Indebtedness) (except for any amendment that is not materially adverse to the Lenders, it being agreed that any amendment, modification, waiver or other change that would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon is not materially adverse to the Lenders); or (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case terms of any Qualified Capital Stock that would cause such Equity Issuance by the Borrower, is not Qualified Capital Stock to become Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereof.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease segregate funds with respect to the notes issued under the Existing Indenture or any other Indebtedness of the Loan Parties (other than in connection with (i) the prepayment of any Mezzanine Facility Indebtedness then outstanding revolving credit facility (except in connection with a termination or permanent reduction of the commitments under any revolving credit facility), (ii) prepayment of Indebtedness under this Agreement, the principal Amended and Restated Five-Year Revolving Credit Agreement or the Short-Term Credit Agreement, and (iii) prepayments of or interest on, or any other amount owing in respect of any Permitted Subordinated Indebtedness; provided that (A) the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with amounts constituting other than the Available Amount at any time if securities issued under the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted 91 Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereofExisting Indenture) in an aggregate principal amount not to exceed $75,000,000 at 25,000,000, (b) amend, modify, waive or otherwise change, or consent or agree to any time if the Consolidated Total Leverage Ratio is equal to amendment, modification, waiver or less than 4.00 to 1.00 as other change to, any of the end terms of the most recently ended Reference Period Existing Indenture, the notes issued thereunder or documentation governing any other Indebtedness of the Loan Parties (other than any such amendment, modification, waiver or other change that (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (Fii) does not involve the Borrower may prepay the Mezzanine Facility payment of a consent fee) or (c) incur any Indebtedness (or any Permitted Refinancing thereofother than obligations of the Loan Parties pursuant to the Loan Documents and Indebtedness permitted under Sections 7.2(f)) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which constitutes "Debt" as defined in the case of any such Equity Issuance by Existing Indenture or incur obligations under Sale-Leaseback Transactions (other than Sale-Leaseback Transactions permitted pursuant to Section 7.11) which constitute "Attributable Debt" as defined in the BorrowerExisting Indenture, is not Disqualified Capital Stock) whichthat, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each either case, any Permitted Refinancing thereofqualifies for the CNTA Exception.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease (i) any Mezzanine Facility Indebtedness then outstanding or (ii) segregate funds with respect to the principal of or interest onSenior Subordinated Notes; [provided that, or any other amount owing in respect of any Permitted Subordinated Indebtedness; provided that (A) the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal and from time to or less than 4.50 time prior to 1.00 as of the end of the most recently ended Reference PeriodAugust 15, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period2005, (C) the Borrower or any Restricted 91 Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay redeem in the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate up to 35% of the original principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) Senior Subordinated Notes with the Net Cash Proceeds of one or more Equity Offerings received from any Equity Issuance by, or capital contribution contributed by Holdings to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is subject to the applicable terms and conditions of the Senior Subordinated Note Indenture (for this purpose, the terms “Net Cash Proceeds” and “Equity Offerings” have the meanings given to them in the Senior Subordinated Note Indenture); ](b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes [(other than any such amendment, modification, waiver or other change contemplated by the solicitation documents included in Holdings’ Current Report on Form 8-K filed with the SEC on July 29, 2005, including, without limitation, the modification to certain interest rates and payment of fees, each as described therein) ]if the effect thereof could reasonably be expected to be adverse or disadvantageous to the Lenders in any material respect; (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Disqualified Capital Stock or Permitted Investor Preferred Stock or any Specified Holdings Securities [(other than any such amendment, modification, waiver or other change contemplated by the solicitation documents included in Holdings’ Current Report on Form 8-K filed with the SEC on July 29, 2005, including, without limitation, the modification to certain interest rates and payment of fees, each as described therein) ]that are not Disqualified Capital StockStock if the effect thereof could reasonably be expected to be adverse or disadvantageous to the Lenders in any material respect; (d) whichdesignate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of the Senior Subordinated Note Indenture; or (e) except as contemplated by Section 7.6(g) and (h), make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Specified Holdings Securities, except with proceeds of additional Specified Holdings Securities issued by Holdings in the case accordance with Section 7.2(l), proceeds of any such Equity Issuance byQualified Capital Stock issued by Holdings, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this proceeds of dividends or other distributions permitted under Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereof7.6(h)(ii).

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease segregate funds with respect to any Junior Indebtedness (any of the foregoing, a “Restricted Debt Payment”) other than: (i) any Mezzanine Facility refinancings of Junior Indebtedness then outstanding or with the proceeds of Permitted Refinancing Indebtedness permitted in respect thereof under Section 7.2; (ii) Restricted Debt Payments made solely with Qualified Capital Stock or the principal of or interest on, or any other amount owing in respect conversion of any Permitted Subordinated IndebtednessJunior Indebtedness into Qualified Capital Stock; (iii) Restricted Debt Payments; provided that the Payment Conditions are met; (Aiv) so long as no Event of Default shall have occurred and be continuing or would result therefrom, Restricted Debt Payments in an aggregate amount not to exceed, together with the aggregate amount of Restricted Payments made pursuant to Section 7.6(h), $30,000,000 per fiscal year of the Borrower; and (v) prepayments of intercompany Junior Indebtedness permitted hereunder owed by the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay Subsidiary; provided that no prepayment of any Permitted Subordinated Junior Indebtedness (or owed by any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal Loan Party to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted 91 Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, that is not Disqualified Capital Stock) whicha Loan Party shall be permitted so long as the Payment Conditions are not met. For purposes of determining compliance with this Section 7.8(a), in the case event that a Restricted Debt Payment meets the criteria of any more than one of the categories of Restricted Debt Payments described in clauses (i) through (v) above, the Borrower may, in its sole discretion, divide or classify or later divide, classify or reclassify all or a portion of such Equity Issuance by, Restricted Debt Payment in a manner that complies with this Section 7.7(a) and will only be required to include the amount and type of such Restricted Debt Payment in one or capital contribution to, Holdings, have been contributed in cash as common equity more of the above clauses. Notwithstanding anything to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing contrary contained in this Section 7.8 7.8(a), in no event shall prohibit any AHYDO Payments payment in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness orbe permitted if such payment is in violation of the subordination provisions of such Subordinated Indebtedness. (b) Amend, in each casemodify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any Permitted Refinancing thereof.of the terms of any Junior Indebtedness (other than any such amendment, modification, waiver or other change that would not materially and adversely affect the interests of the Lenders). 7.9

Optional Payments and Modifications of Certain Debt Instruments. Without the consent of the Ortho Consent Lenders (a) Make make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption ofof or otherwise optionally or voluntarily defease or segregate funds with respect to the Existing Subordinated Notes, the Bridge Subordinated Debt (if any), the Senior Subordinated Notes or any other subordinated notes issued pursuant to subsection 7.6(e), in each case other than in connection with a refinancing thereof contemplated by subsection 7.6(e), (b) amend, modify, waive or otherwise change, or otherwise voluntarily consent or optionally defease agree to any amendment, modification, waiver or other change to, any of the terms of the Existing Subordinated Notes, the Bridge Subordinated Debt (iif any), the Senior Subordinated Notes or any other subordinated notes (or any refinancing thereof) issued pursuant to subsection 7.6(e) (other than any Mezzanine Facility Indebtedness then such amendment, modification, waiver or other change that (i)(x) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (y) does not involve the payment of a consent fee material in proportion to the outstanding principal amount thereof or (ii) provides for actions which (x) are expressly permitted under this Agreement and (y) do not require the principal consent of any of the holders of the applicable Existing Subordinated Notes, Bridge Subordinated Debt (if any), Senior Subordinated Notes or interest onsubordinated notes (or refinancing thereof) issued pursuant to subsection 7.6(e)(iii)), or (c) designate any other amount owing in respect of any Permitted Subordinated Indebtedness; provided that (A) the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less other than 4.50 to 1.00 as obligations of the end Loan Parties pursuant to the Loan Documents) as "Designated Senior Indebtedness" for the purposes of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted 91 Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings Bridge Loan Agreement or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted Senior Subordinated Indebtedness or, in each case, any Permitted Refinancing thereofNote Indenture.

Optional Payments and Modifications of Certain Debt Instruments. Notwithstanding Sections 6.08(b) and 6.11, no Loan Party will (a) Make make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease segregate funds with respect to the Senior Notes Obligations or take any action to effect any of the foregoing; provided, however, that (i) any Mezzanine Facility Indebtedness then outstanding so long as no Event of Default is in existence or (ii) would be caused thereby, the principal US Borrower shall be permitted to redeem or prepay the Senior Notes Obligations solely with the cash proceeds it receives substantially concurrently with such redemption or prepayment from a public offering of or interest on, or any other amount owing in respect of any Permitted Subordinated Indebtedness; provided that (A) the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted 91 Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness Holdings’ common stock to the extent permitted by under Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as 4 of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) Senior Notes Indenture with the Net Cash Proceeds received from (as defined in the Senior Notes Indenture) of one or more Equity Offerings (as defined in the Senior Notes Indenture) and (ii) the US Borrower shall be permitted to redeem or prepay the Senior Notes Obligations so long as, both before and after giving effect to any Equity Issuance bysuch redemption or prepayment, the Aggregate Availability (without giving effect to the Availability Block) exceeds $45,000,000 and no Event of Default is in existence, (b) amend, modify, waive or otherwise change, or capital contribution consent or agree to any amendment, modification, waiver or other change to, Holdings any of the terms of the Senior Notes, the Senior Notes Indenture or any other material agreement relating to any thereof (other than any such amendment, modification, waiver or other change that (A) (i) would extend the Borrower maturity or reduce the amount of any payment of principal of the Senior Notes or reduce the rate or extend any date for payment of interest thereon, (which ii) would add additional guarantors as contemplated therein as of the Effective Date and permitted hereunder, or (iii) would have the sole purpose of making a covenant contained in the case of any such Equity Issuance by Senior Notes Indenture less restrictive than the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, corresponding covenant contained herein (in each such case with respect to this clause (A), so long as such amendment, modification, waiver or other change does not involve the extent it payment of a consent fee) or (B) is not done solely to consummate a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Refinancing Senior Note Indebtedness permitted by Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereof6.01(k).

Optional Payments and Modifications of Certain Debt Instruments. (a) Make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease (i) any Mezzanine Facility Indebtedness then outstanding or (ii) the principal of or interest on, or any other amount owing in respect of (i) any Indebtedness under the Senior Subordinated Notes or any Permitted Subordinated Amendment or Refinancing thereof (except as permitted under Section 7.6(c)) or (ii) any Junior Indebtedness, except (in the case of clause (i) or (ii)): (u) regularly scheduled interest (whether or not such interest can be paid-in-kind at the option of the issuer) or AHYDO “catch-up” payments; (v) in an amount not to exceed the sum of the Available Excess Amount plus $10,000,000; provided that (A) the Borrower no Default or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (Event of Default is continuing or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Periodwould result therefrom, (B) the Borrower Parent is in compliance with Section 7.1 before and after giving effect to such payment, prepayment, repurchase, redemption or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, defeasance and (C) the Borrower Consolidated Net Interest Coverage Ratio for the Most Recently Ended period of four consecutive fiscal quarters of the Parent is not less than the Applicable Consolidated Net Interest Coverage Ratio for such period before and after giving effect to such payment, prepayment, repurchase, redemption or any Restricted 91 Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and defeasance; (Dw) the Borrower may prepay, redeem, repurchase or defease the Senior Subordinated Notes or any Restricted Subsidiary may convert any Mezzanine Facility Junior Indebtedness or with the proceeds of any Permitted Subordinated Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such Indebtedness, (x) any such Indebtedness (may be converted to, or any Permitted Refinancing thereof) to the exchanged for, Capital Stock (other than Disqualified Capital Stock) of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (Fy) prepayments from the Borrower may prepay the Mezzanine Facility Indebtedness proceeds of Capital Stock (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not other than Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness issued by Holdings or any Permitted Subordinated Indebtedness orParent Company, in each case, any Permitted Refinancing thereof.so long as such prepayment occurs reasonably contemporaneously with the issuance of such Capital Stock;

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Subordinated Notes, if at the time a Default or Event of Default has occurred and is continuing; (b) make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to (i) the Additional Liquidity Facility, (ii) any Mezzanine Permitted Subordinated Indebtedness or (iii) any Indebtedness of a Loan Party incurred under Section 6.2(y) or Section 6.2(z) that is not secured as permitted under Section 6.3(z)(i), unless at the time no Default or Event of Default has occurred and is continuing and immediately after giving effect thereto (and any Indebtedness incurred in connection therewith, and the application of the proceeds thereof), the Leverage Ratio is not greater than 3.5 to 1.0; (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of (i) the Exit Facility Indebtedness then outstanding Agreement or the Additional Liquidity Facility Agreement in a manner that is materially adverse to the Lenders and (ii) the principal of or interest on, Senior Subordinated Notes Indenture or any other amount owing in respect of any Permitted Subordinated Indebtedness; provided that (A) the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay document governing any Permitted Subordinated Indebtedness (other than any such amendment, modification, waiver or other change that (a) would extend the maturity or reduce the amount of any Permitted Refinancing thereof) with amounts constituting payment of principal thereof or reduce the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted 91 Subsidiary may refinance, replace rate or extend any Mezzanine Facility date for payment of interest thereon and (b) does not involve the payment of a consent fee); or (d) designate any Indebtedness or Permitted Subordinated Indebtedness (other than obligations of the Loan Parties pursuant to the extent permitted by Section 7.2 Exit Facility Agreement and this Agreement) as “Designated Senior Debt” or “Guarantor Senior Debt” (D) the Borrower or any Restricted Subsidiary may convert other defined term having similar purposes) for the purposes of the Senior Subordinated Notes Indenture or any Mezzanine Facility Indebtedness or document governing any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereofIndebtedness.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease (i) segregate funds with respect to the Unsecured Credit Agreement, the Second Lien Notes and any Mezzanine Facility Indebtedness then outstanding or (ii) the payment of principal and interest of or interest on, which and other obligations of Holdings or any other amount owing of its Subsidiaries in respect of any Permitted Subordinated Indebtedness; provided which are subordinated to the prior payment in full of the obligations hereunder (except that (A) the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness in respect of the Unsecured Credit Agreement (or any Permitted Refinancing thereof) may be (i) refinanced with amounts constituting the Available Amount proceeds of a Permitted Refinancing or (ii) prepaid from other sources in connection with a Permitted Refinancing so long as the proceeds of such Permitted Refinancing constitute at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as least 50% of the end principal amount of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted 91 Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments outstanding in respect of the Mezzanine Facility Unsecured Credit Agreement or a Permitted Refinancing thereof, and any Second Lien Notes and related premiums required in connection with the refinancing thereof, to the extent still outstanding, shall be repaid with the proceeds of Tranche B-2 Term Loans hereunder and cash on hand on the Restatement Date and shall be discharged within 30 days after the Restatement Date); or (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Indebtedness described in clause (a) (including the Unsecured Credit Agreement and the Second Lien Notes) (other than any such amendment, modification, waiver or other change that (i) would extend the maturity or reduce the amount of any Permitted Subordinated Indebtedness orpayment of principal thereof or reduce the rate or extend any date for payment of interest thereon or remove any covenants or security in favor of the holders thereof or (ii) could not reasonably be expected to increase the obligations of the obligor or confer additional rights on the holder of such subordinated Indebtedness, in each case, any Permitted Refinancing thereofin a manner reasonably expected to be materially adverse to the interests of the Lenders).

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Unsecured Notes or (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Unsecured Notes (other than technical corrections or modifications) (i) except as permitted by Section 8.2(f) (in the case of an increase in principal amount), which shortens the fixed maturity or increases the principal amount of, or otherwise voluntarily increases the rate or optionally defease (i) any Mezzanine Facility Indebtedness then outstanding or (ii) shortens the principal time of or payment of interest on, or any other increases the amount owing in respect or shortens the time of payment of any Permitted Subordinated Indebtednessprincipal or premium payable whether at maturity, at a date fixed for prepayment or by acceleration or otherwise of the Indebtedness evidenced by any Senior Unsecured Notes, or increases the amount of, or accelerates the time of payment of, any fees or other amounts payable in connection therewith; provided that (Aii) which adds or relates to any material affirmative or negative covenants or any events of default or remedies thereunder and the effect of which is to subject the Borrower or any Restricted Subsidiary may prepay of its Subsidiaries to any Mezzanine Facility Indebtedness more onerous or more restrictive provisions; or (iii) which otherwise adversely affects the interests of the Lenders with respect to the Senior Unsecured Notes or the interests of the Lenders under this Agreement or any Permitted Refinancing thereofother Loan Document in any material respect; provided that this clause (b) with amounts constituting of Section 8.9 shall not be deemed to restrict (x) the Available Amount at any time if execution, delivery and performance of the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 First Supplemental Indenture, dated as of the end of Original Closing date, to the most recently ended Reference PeriodSenior Unsecured Note Indenture, (By) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as execution, delivery and performance of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted 91 Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness a supplemental indenture to the extent permitted by Section 7.2 the amendment, modification or change effected pursuant thereto relates solely to the addition of a “Subsidiary Guarantor” (as defined in the Senior Unsecured Note Indenture) and related matters, pursuant to the terms of the Senior Unsecured Note Indenture or (Dz) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness consummation of exchange offers in which “Exchange Notes” (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which defined in the case of Senior Unsecured Note Indenture) are issued in exchange for any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereofSenior Unsecured Notes.

Optional Payments and Modifications of Certain Debt Instruments. Notwithstanding Sections 6.08(b) and 6.11, no Loan Party will (a) Make make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease segregate funds with respect to the Term Loan Obligations or take any action to effect any of the foregoing; provided, however, that (i) any Mezzanine Facility Indebtedness then outstanding so long as no Event of Default is in existence or (ii) would be caused thereby, the principal US Borrower shall be permitted to redeem or prepay the Term Loan Obligations solely with the cash proceeds it receives substantially concurrently with such redemption or prepayment from a public offering of or interest on, or any other amount owing in respect of any Permitted Subordinated Indebtedness; provided that (A) the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted 91 Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness Holdings’ common stock to the extent permitted by under Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as 2.05 of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) Term Loan Agreement with the Net Cash Proceeds received from (as defined in the Term Loan Agreement) of one or more Equity Offerings (as defined in the Term Loan Agreement), (ii) the US Borrower shall be permitted to prepay the Term Loan Obligations so long as, both before and after giving effect to any Equity Issuance bysuch prepayment, the Payment Conditions are Satisfied, and (iii) so long as no Default or Event of Default is in existence, the Term Loan Obligations outstanding at any time may be repaid in full with the proceeds of Refinancing Term Loan Indebtedness permitted by Section 6.01(k), or capital contribution (b) amend, modify, waive or otherwise change, or agree to any amendment, modification, waiver or other change to, Holdings any of the terms of the Term Loan Agreement or other material agreement relating thereto that would (1) increase the maximum principal amount of the Term Loan Obligations (except as expressly permitted by clause (k) of Section 6.01), (2) shorten the maturity date of the loans under the Term Loan Agreement or shorten the weighted average life of such loans, (3) change any redemption or prepayment provisions of the Term Loan Obligations (including, without limitation, any change to the definitions of “Applicable ECF Percentage” and “Excess Cash Flow” or the Borrower insertion of any required prepayments or covenants to prepay the Term Loan Obligations with the proceeds of ABL Priority Collateral (which as defined in the case Intercreditor Agreement)) in a manner that is adverse to the Lenders (it being understood that any change that would or would reasonably be expected to result in the requirement of any such Equity Issuance by the Borroweradditional prepayments, is not Disqualified Capital Stock) which, an increase in the case amount of any such Equity Issuance byrequired prepayments, or capital contribution to, Holdings, have been contributed in cash as common equity accelerate the date of any required prepayments shall be deemed to be adverse to the BorrowerLenders), or (4) change or amend any other term of the Term Loan Agreement in each case a manner (i) adverse to any Loan Party or any of its Subsidiaries unless a corresponding change or amendment is also made to this Agreement or (ii) adverse to the extent it is not Lenders taken as a Specified Equity Contributionwhole. Notwithstanding anything to the foregoingcontrary set forth above, nothing in this Section 7.8 6.12 shall not be deemed to prohibit any AHYDO Payments in respect the consummation of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereofExisting 2012 Notes Tender Offer Transaction.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Unsecured Notes or (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Unsecured Notes (other than technical corrections or modifications) (i) except as permitted by Section 8.2(f) (in the case of an increase in principal amount), which shortens the fixed maturity or increases the principal amount of, or otherwise voluntarily increases the rate or optionally defease (i) any Mezzanine Facility Indebtedness then outstanding or (ii) shortens the principal time of or payment of interest on, or any other increases the amount owing in respect or shortens the time of payment of any Permitted Subordinated Indebtednessprincipal or premium payable whether at maturity, at a date fixed for prepayment or by acceleration or otherwise of the Indebtedness evidenced by any Senior Unsecured Notes, or increases the amount of, or accelerates the time of payment of, any fees or other amounts payable in connection therewith; provided that (Aii) which adds or relates to any material affirmative or negative covenants or any events of default or remedies thereunder and the effect of which is to subject the Borrower or any Restricted Subsidiary may prepay of its Subsidiaries to any Mezzanine Facility Indebtedness more onerous or more restrictive provisions; or (iii) which otherwise adversely affects the interests of the Lenders with respect to the Senior Unsecured Notes or the interests of the Lenders under this Agreement or any Permitted Refinancing thereofother Loan Document in any material respect; provided that this clause (b) with amounts constituting of Section 8.9 shall not be deemed to restrict (x) the Available Amount at any time if execution, delivery and performance of the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 First Supplemental Indenture, dated as of the end of Closing date, to the most recently ended Reference PeriodSenior Unsecured Note Indenture, (By) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as execution, delivery and performance of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted 91 Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness a supplemental indenture to the extent permitted by Section 7.2 the amendment, modification or change effected pursuant thereto relates solely to the addition of a “Subsidiary Guarantor” (as defined in the Senior Unsecured Note Indenture) and related matters, pursuant to the terms of the Senior Unsecured Note Indenture or (Dz) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness consummation of exchange offers in which “Exchange Notes” (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which defined in the case of Senior Unsecured Note Indenture) are issued in exchange for any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereofSenior Unsecured Notes.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make (other than an offer conditioned upon the Payment in Full or upon the requisite consent of the Lenders) any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease segregate funds with respect to (ix) any Mezzanine secured Indebtedness in an aggregate principal amount in excess of $25,000,000 during the term of the Revolving Facility Indebtedness then outstanding or (ii) the principal of or interest onother than, or any other amount owing in respect of any Permitted Subordinated Indebtedness; provided that (A) the Borrower or refinancing thereof with any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness permitted to be incurred under Section 7.2 (or any Permitted Refinancing provided such Indebtedness does not shorten the maturity date thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period), (B) the Borrower conversion or exchange of any Restricted Subsidiary may prepay any Permitted Subordinated such Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as Capital Stock of the end Parent Borrower (other than Disqualified Capital Stock), including any issuance of such Capital Stock in respect of which the most recently ended Reference Periodproceeds are applied to the payment of such Indebtedness, (C) repayments, redemptions, purchases, defeasances and other payments in respect of any such Indebtedness of any non-Loan Party; provided that payments referred to in this clause (C) shall only be permitted so long as after giving effect thereto, the Parent Borrower or any Restricted 91 Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by is in pro forma compliance with Section 7.2 7.1(a) and (D) prepayments of Indebtedness in the nature of revolving loan facilities, including Permitted Warehouse Facilities and Subscription Line Indebtedness), (y) unsecured Indebtedness and (z) preferred Capital Stock or any trust preferred security of the Parent Borrower or any Restricted Subsidiary may convert \\DC - 036150/000014 - 15261895 v8 of its Subsidiaries; (b) amend, modify, waive or otherwise change, or consent or agree to any Mezzanine Facility Indebtedness amendment, modification, waiver or other change to, any Permitted Subordinated of the terms of Material Indebtedness (other than, any such amendment, modification, waiver or other change that either (A) (i) would extend the maturity or reduce the amount of any Permitted Refinancing thereofpayment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (ii) does not involve the payment of a consent fee, or (B) taken as a whole, is not materially adverse to the Capital Stock Parent Borrower and its Subsidiaries, taken as whole, or the Lenders ); or (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of Holdings the terms of any preferred stock of the Parent Borrower (other than, any such amendment, modification, waiver or other change that either (A) (i) would extend the scheduled redemption date or reduce the amount of any scheduled redemption payment or reduce the rate or extend any date for payment of dividends thereon and (ii) does not involve the payment of a consent fee or (B) taken as a whole, is not materially adverse to the Parent CompanyBorrower and its Subsidiaries, (E) taken as a whole, or the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 Lenders); provided, that, at any time if prior to the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period REIT Status Termination Date, such actions described in clauses (a), (b) and (Fc) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case be taken if and to the extent that the Parent Borrower determines in good faith that such action is reasonably necessary to permit it is not a Specified Equity Contribution(or the REITListed Entity) to satisfy the requirements applicable to REITs under the Code, so long as no Default pursuant to Section 8(a) or (f) shall have occurred and be continuing at the time of entering into such agreement to make such Investment or shall result therefrom. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility not apply to (i) intercompany Indebtedness or (ii) obligations of any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereofPledged Affiliate or Group Member whose Capital Stock is owned directly or indirectly by a Pledged Affiliate.