Common use of Prepayments and Amendments Clause in Contracts

Prepayments and Amendments. Each Loan Party will not: (a) prepay, redeem, defease, purchase or otherwise acquire any Indebtedness of any Loan Party or make, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: (i) the Obligations; (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under the terms of the subordination thereof); (b) directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) the Governing Documents of any Loan Party if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lender.

Prepayments and Amendments. Each Loan Party will not:, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment other than (i) the Obligations in accordance with this Agreement (ii) payments in respect of any the ABL Indebtedness subject to the terms of the Intercreditor Agreement; and (iii) Permitted Intercompany Advances; provided that the Loans Parties may optionally prepay or redeem Indebtedness, in an aggregate amount not to exceed the portion, if any, of the Cumulative Credit that the Loan Parties elect to use to prepay or redeem such Indebtedness, except for payments ofsuch election to be specified in a written notice of an Authorized Person of the Administrative Borrower calculating in reasonable detail the amount of the Cumulative Credit immediately prior to such election and the amount thereof to be so applied; provided, that each of the following conditions is satisfied: (i) the Obligations; no Event of Default has occurred or is continuing of would result therefrom, and (ii) obligations under Hedge Agreements; after giving pro forma effect to such payment or redemption, (iiix) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness Fixed Charge Coverage Ratio shall be at least 1.20 to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; 1.00, and (viy) other Permitted Indebtedness in cashthe Total Net Leverage Ratio shall be no greater than 3.00:1.00, provided, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under the terms of the subordination thereof);or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: : (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreementsthe ABL Documents to the extent permitted by the Intercreditor Agreement, (C) Permitted Intercompany Advances, and (D) Indebtedness permitted under clauses (c), (ej) and (fk) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each The Borrower and each other Loan Party will not:, and will not permit any of their Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party Borrower or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (iA) the Obligations; Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances and (C) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Junior Indebtedness in an aggregate amount not to exceed the greater of (x) $13,000,000 and (y) 15% of EBITDA for the Reference Period most recently ended prior to such determination (measured as of such date) in the aggregate during the term of this Agreement, or (ii) obligations under Hedge Agreements; (iii) secured make any payment on account of Indebtedness that becomes due as a result has been contractually subordinated in right of the voluntary sale or transfer of the assets securing such Indebtedness payment to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any Obligations if such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent not permitted at such time under the subordination terms of the subordination thereof);and conditions, or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge AgreementsPermitted Intercompany Advances, (C) Indebtedness permitted under clauses (c), (eh), (j) and (fk) of the definition of Permitted Indebtedness, and (D) Subordinated any other Permitted Indebtedness but only so long as, with respect to this clause (D), the amendment, modification or change of such terms or provisions does not involve (1) the payment terms (including any provisions regarding interest rates, principal or interest payment or prepayment amounts, total principal amounts or similar or related terms and provisions) of or subordination provisions respecting any such Permitted Indebtedness or (2) any other provisions of such Permitted Indebtedness except to the extent permitted under that (x) no Default or Event of Default exists at the subordination agreement with respect thereto, time or (E) in the case results by virtue of any such amendment, modification or other Material Indebtednessalteration and (y) such amendment, after prior written notice modification or other alteration could not reasonably be expected to Lenderbe materially adverse to the interests of Agent and Lenders, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party will not:, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1 or with Qualified Equity Interests, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party or makeits Subsidiaries, directly other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) the 2023 Senior Notes or indirectlythe 2026 Senior Notes, any optional so long as (1) such payment is made solely with Pass-Through Proceeds or voluntary Excluded Equity Proceeds, (2) at the time such payment on the 2023 Senior Notes or the 2026 Senior Notes, as applicable, is made and immediately after giving effect thereto, no Event of Default exists, (3) the Administrative Borrower shall have given Agent prior written notice of such payment, and (4) on the date on which such payment is made, the Administrative Borrower shall have provided Agent with a certificate of a Responsible Officer regarding such payment in respect of any which such Indebtedness, except for payments of: Responsible Officer (iaa) certifies that the Obligationsconditions precedent to such payment set forth in the foregoing clauses (1) through (3) have been satisfied; (iibb) obligations under Hedge Agreements; demonstrates to Agent’s satisfaction that the proceeds used to make such payment constituted either (iiix) secured Indebtedness Pass-Through Proceeds (including by demonstrating that becomes due as a result of such proceeds satisfy the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of conditions set forth in the definition thereofof “Pass-Through Proceeds”) or (y) demonstrates to Agent’s satisfaction that the proceeds used to make such payment constituted Excluded Equity Proceeds (including by demonstrating that such proceeds satisfy the conditions set forth in the definition of “Excluded Equity Proceeds”); and (vicc) other Permitted Indebtedness in cashattaches thereto a Pass-Through Proceeds Accounting or Excluded Equity Accounting, provided, that, as applicable (all of which shall be prepared as of the date of any on which such payment under this clause (vi) is to be made and after giving effect thereto), each of with respect to all proceeds used to make such payment, or (E) any Indebtedness so long as the Payment Conditions is satisfied are satisfied, or (and ii) make any payment on account of Indebtedness that has been contractually subordinated in the case right of any Subordinated Indebtedness, in any event only payment to the extent Obligations if such payment is not permitted at such time under the subordination terms of the subordination thereof);and conditions, or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: : (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge AgreementsObligations, (C) Permitted Intercompany Advances, and (D) Indebtedness permitted under clauses (c), (e) h), and (fk) of the definition of “Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) the Governing Documents of any Loan Party ” if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with a refinancing permitted by Section 7.1(j) or as provided in subsection (c) or (d) below, prepay, redeem, retire, defease, purchase purchase, or otherwise acquire any Indebtedness of owing to any Loan Party or makethird Person, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: (i) other than the Obligations; (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Obligations and Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness any Borrower in cash, provided, that, as of the date of any such payment under accordance with this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under the terms of the subordination thereof);Agreement, (b) Except as permitted by subsection (c) below, directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of: (i) conditions of any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses Sections 7.1(b), (c), or (ed), (c) GCI shall not, and (f) of the definition of Permitted Indebtednessshall not permit any Subsidiary to, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect theretoamend, supplement, or (E) in modify any Senior Note Document or repay the case of principal of, or make any other Material Indebtednesspayment in relation to, after prior written notice to Lenderthe Senior Notes; provided, to amend so long as no Event of Default has occurred and is continuing or modify would result therefrom, the terms thereof to forgive or cancel any portion foregoing shall not prohibit (i) the payment of such Indebtedness (other than pursuant to payment thereof) or to reduce regularly scheduled interest on the interest rate or any fees in connection therewithSenior Notes, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) the Governing Documents repayment of the Senior Notes at the stated maturity date of July 1, 2006, (iii) the repayment of the Senior Notes with the proceeds of any Loan Party refinancing thereof (provided that such refinancing Indebtedness complies with the requirements of Section 7.1(i) and is otherwise on terms substantially similar to the Senior Notes), and (iv) modifications or amendments to the Senior Notes or the Senior Note Documents if the effect thereof, either individually or in the aggregate, thereof could reasonably not be expected to be materially adverse result in a Material Adverse Change and otherwise do not involve the amendment or modification of provisions which would increase interest rates, principal or interest payment amounts, total principal amounts, or require payment of any such amounts at earlier times, or similar terms and provisions, and (d) Notwithstanding anything to the interests contrary contained in this Agreement or in any other Loan Document, Borrowers may prepay any other Indebtedness, if, after giving effect to such prepayment, no Event of LenderDefault shall have occurred or is continuing and Excess Availability shall be at least equal to $30,000,000.

Prepayments and Amendments. Each Loan Party Borrower will not, and will not permit any of its Subsidiaries to: (a) except in connection with the Transactions or any Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party Borrower or makeits Subsidiaries consisting of ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇), directly (▇), (▇), (▇), (▇), (▇), (▇) or indirectly(aa) of the definition of Permitted Indebtedness, or any optional or voluntary payment other Indebtedness with an outstanding amount greater than $25,000,000 that is secured by Liens on the Collateral that rank junior to the Liens on the Collateral securing the Obligations, in respect of any all such cases, prior to the maturity date applicable to such Indebtedness, except for payments of: (iA) any prepayment, redemption, defeasance, purchase or other acquisition with Qualified Equity Interests so long as at the time of such prepayment, redemption, defeasance, purchase or other acquisition no Default or Event of Default has occurred and is continuing or would result therefrom, (B) any prepayment, redemption, defeasance, purchase or other acquisition with the net cash proceeds of an issuance of Qualified Equity Interests within 60 days of such issuance (or such later date as agreed to by the Agent in its sole discretion)) so long as (1) at the time of such prepayment, redemption, defeasance, purchase or other acquisition no Default or Event of Default has occurred and is continuing or would result therefrom and (2) the Obligationsnet cash proceeds of such issuance of Qualified Equity Interests are maintained in a segregated Deposit Account subject to the “control” of the Agent until the earlier of (a) application toward such prepayment, redemption, defeasance, purchase or other acquisition and (b) the date that is 60 days after such issuance, (C) any prepayment, redemption, defeasance, purchase or other acquisition so long as, at the time of such prepayment, redemption, defeasance, purchase or other acquisition, no Default or Event of Default has occurred and is continuing or would result therefrom and either (1) the Payment Conditions are satisfied at such time or (2) for each of the 30 consecutive days immediately preceding such prepayment, redemption, defeasance, purchase or other acquisition, and both before and after giving effect to such prepayment, redemption, defeasance, purchase or other acquisition, (x) no Loans are outstanding and (y) Liquidity is at least $500,000,000; provided, further that the foregoing conditions under this clause (iiC) obligations under Hedge Agreementsshall not be required to be satisfied with respect to prepayments, redemptions, defeasances, purchases or other acquisitions of any such Indebtedness in an aggregate principal amount (for all such prepayments, redemptions, defeasances, purchases or other acquisitions) of up to the greater of (x) $100,000,000 and (y) 1.5% of Consolidated Net Tangible Assets, measured as of the last day of the fiscal quarter ending prior to the date of such prepayment for which financial statements have been delivered to the Agent, during the term of this Agreement and (D) any prepayment, redemption, defeasance, purchase or other acquisition of the Convertible Notes with Qualified Equity Interests; (iiiprovided that this Section 6.6(a)(i) secured Indebtedness that becomes due shall not apply to any prepayment, redemption, defeasance, purchase, or other acquisition of the Convertible Notes to the extent such event or condition occurs as a result of (x) the voluntary sale satisfaction of a conversion contingency pursuant to the Convertible Notes (as in effect on the date hereof) or transfer the exercise by a holder of the assets securing such Indebtedness Convertible Notes of a conversion right resulting from the satisfaction of a conversion contingency pursuant to the extent Convertible Notes (as in effect on the date hereof) (it being understood that any such sale prepayment, redemption, defeasance, purchase, or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) other acquisition of the definition thereof; and (vi) other Permitted Indebtedness Convertible Notes made in cash, provided, that, as of the date of any such payment under cash in reliance on this clause (vix) and after giving effect thereto, each shall be subject to satisfaction of the Payment Conditions is satisfied at the time thereof, other than prepayments, redemptions, defeasances, purchases or other acquisitions (and i) of less than $30,000,000 in the case aggregate during the term of any Subordinated this Agreement, or (ii) paid in lieu of fractional shares)) or (y) a required repurchase under the Convertible Notes; provided further that nothing in this Section 6.6 shall prohibit the payment of Indebtedness permitted under this Agreement at the time of the final maturity of the obligations under such Indebtedness, or (ii) make any payment on account of Indebtedness that has been contractually subordinated in any event only right of payment to the extent Obligations if such payment is not permitted at such time under the subordination terms of the subordination thereof);and conditions, or (b) except in connection with the Transactions or any Refinancing Indebtedness permitted by Section 6.1, directly or indirectly, amend, modify, or change any of the terms or provisions of: : (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses (c▇), (e▇), (▇), (▇), (▇), (▇), (▇) and or (faa) of the definition of Permitted Indebtedness (A) if such Indebtedness could not have been incurred (including as Refinancing Indebtedness, ) on such terms (Dwithout limiting clause (ii) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, below) or (EB) if such amendment, modification or change could reasonably be expected to affect the interests of the Lenders adversely in the case of any other Material Indebtednessmaterial respect, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries, the Existing Senior Notes, the Convertible Notes or the Senior Secured Notes, in each case if the effect thereof, either individually or in the aggregate, could would reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party will not:Except in connection with a refinancing permitted by Section 6.1, (a) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party Borrower or make, directly or indirectly, any optional or voluntary payment in respect Restricted Subsidiary of any such Indebtednessa Borrower, except for payments of: (i) the Obligations; Purchase Money Indebtedness, (ii) obligations under Hedge Agreementsthe Obligations in accordance with this Agreement; (iii) secured Indebtedness that becomes due as a result of Borrowers may optionally redeem the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only Senior Notes to the extent permitted under by the terms Indenture so long as (x) no Event of the subordination thereof)Default has occurred and is continuing or would result therefrom and (y) Borrowers’ Excess Availability exceeds $10,000,000 after giving effect to any such payment, and (iv) any other Indebtedness (other than Permitted Subordinated Indebtedness) so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) Borrowers’ Excess Availability exceeds $10,000,000 after giving effect to any such payment; (b) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, or (c) directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of: (i) conditions of any agreement, instrument, document document, indenture, or other writing evidencing or concerning the Senior Notes or any Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) the Governing Documents of any Loan Party if the effect thereof, either individually or in the aggregate, could reasonably be expected to be a manner materially adverse to the interests of Lenderthe Lender Group other than to consummate a Refinancing Indebtedness in respect thereof.

Prepayments and Amendments. Each Loan Party (a) The Parent will not: , and will not permit any of its Subsidiaries to (ai) prepay, redeem, defease, purchase repurchase or otherwise acquire for value any Indebtedness of any Loan Party or make, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: (i) the Obligations; (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under the terms of the subordination thereof); (b) directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document or other writing evidencing or concerning Permitted Indebtedness except than (A) the Obligations in accordance with the terms of this Agreement, (B) obligations under Hedge Agreementsany Indebtedness owing by any Subsidiary to a Loan Party, (C) with the proceeds of any Indebtedness permitted under clauses (c), (e) and (f) of the definition of which constitutes Permitted Refinancing Indebtedness, or (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect theretoprepayments, redemptions, repurchases, or (E) in the case other acquisitions for value of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereofSubordinated Debt) so long as (1) if the aggregate amounts paid therefor during any Fiscal Year exceeds $10,000,000, no Default or to reduce Event of Default shall have occurred and be continuing at the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome time such Investment is made and immediately after giving effect to such Loan Party; Investment, either (aa) Availability is greater than or equal to $12,500,000 or (bb) Availability is greater than or equal to $10,000,000 and Parent and its Subsidiaries’ Fixed Charge Coverage Ratio, on a Pro Forma Basis, is at least 1.20 to 1.00 and (2) in all other cases, no Default or Event of Default exists before or immediately after giving effect thereto or (ii) the Governing Documents make any principal, interest or other payments on or in respect of any Subordinated Debt that is not expressly permitted by the subordination provisions applicable to such Subordinated Debt. (b) The Parent will not, and will not permit any of its Subsidiaries to, agree to or permit any amendment, modification or waiver of any provision of any documents, instruments, agreements, or other writings evidencing or executed and delivered in connection with any Indebtedness or any Subordinated Debt other than (i) the Obligations in accordance with the terms of this Agreement, (ii) Indebtedness among Loan Party Parties, (iii) Indebtedness described in Section 7.1(c) or Section 7.1(h), and (iv) Indebtedness constituting a Bank Product Obligations; provided, that no such amendment, modification, or waiver shall be permitted if the such Indebtedness, after giving effect thereofto such amendment, either individually modification, or in the aggregatewaiver, could reasonably be expected to be materially adverse to the interests of Lenderdoes not constitute Indebtedness permitted under Section 7.1.

Prepayments and Amendments. Each Loan Party will not: (a) prepayMake any payments (whether voluntary or mandatory, redeemor a prepayment, defeaseredemption, purchase retirement, defeasance or otherwise acquire acquisition) with respect to any Specified Indebtedness or the Add-On Debt, except (a) regularly scheduled payments of principal, interest and fees (but only, with respect to Specified Indebtedness that is Subordinated Indebtedness and/or any Loan Party or make, directly or indirectly, any optional or voluntary payment permitted Refinancing Indebtedness in respect of any such Indebtednessthereof, except for payments of: (i) the Obligations; (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent not otherwise prohibited under any subordination agreement or intercreditor agreement relating to such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; Indebtedness), and (vib) other Permitted any prepayment, redemption, retirement, defeasance or acquisition of Specified Indebtedness or the Add-On Debt (together with, in casheach case, provided, that, as of the date of any such payment under this clause (vi) accrued interest and after giving effect thereto, each of the Payment Conditions is satisfied (and premiums thereon); provided that in the case of any Subordinated Indebtednessclause (b), in any event only the Payment Conditions are satisfied both immediately before and immediately after giving effect to the extent permitted under prepayment, redemption, retirement, defeasance or acquisition of such Specified Indebtedness or Add-On Debt (as the terms of the subordination thereofcase may be);. (b) directly or indirectly, amendAmend, modify, or otherwise change any of its Governing Documents as in effect on the terms or provisions of: Closing Date in any material respect, except for (i) changes required by or reasonably related to any agreement, instrument, document or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness transaction permitted under clauses (c), (e) Section 6.3 or 6.5 and (f) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) the Governing Documents of any Loan Party if the effect thereof, either individually or in the aggregate, could reasonably be expected to be changes that are not materially adverse to the interests of Lenderthe Lenders in their capacity as such. (c) Amend, supplement or otherwise modify any Subordinated Indebtedness Documents or any Existing Senior Notes Documents, if such modification (i) increases the principal balance of such Indebtedness, or increases any required payment of principal or interest; (ii) accelerates the date on which any installment of principal or any interest is due, or adds any additional redemption, put or prepayment provisions; (iii) shortens the final maturity date or otherwise accelerates amortization; (iv) increases the interest rate; (v) increases or adds any fees or charges; (vi) modifies any covenant in a manner or adds any representation, covenant or default that is more onerous or restrictive in any material respect for any Borrower or Subsidiary, or that is otherwise materially adverse to any Borrower, any Subsidiary or Lenders; (vii) in the case of the Existing Senior Notes (or any Permitted Senior Indebtedness or permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof) results in the Obligations not constituting “Senior Indebtedness” (or the equivalent) under the Indenture (or any indenture evidencing or governing any Permitted Senior Indebtedness or permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof); or (viii) in the case of Subordinated Indebtedness results in the Obligations not constituting “senior indebtedness” (or any functionally equivalent term) under the applicable Subordinated Indebtedness Documents or otherwise not being fully benefited by the subordination provisions of such Subordinated Indebtedness; provided that the Loan Parties shall be permitted to make any such amendment, supplement, or other modification solely to the extent that on the effective date thereof the Loan Parties would have been permitted to incur new Indebtedness under clauses (l), (m), (n) or (z) of Section 6.1 in the full amount of the outstanding Specified Indebtedness to which such amendment, supplement, or other modification relates. (d) Amend, supplement or otherwise modify any documents evidencing any Permitted Senior Indebtedness in any manner which would violate the terms of any intercreditor or subordination agreement with Agent relating to such Indebtedness. (e) [Intentionally Omitted]

Prepayments and Amendments. Each Loan Party will not:, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (iA) the Obligations in accordance with this Agreement, (B) Hedge Obligations; , (C) Permitted Intercompany Advances to the extent provided in the Intercompany Subordination Agreement, (D) so long as no Event of Default has occurred and is continuing, other Indebtedness in an aggregate amount not to exceed $500,000 in any one fiscal year or $2,500,000 in the aggregate during the term of the Agreement, or (E) any Indebtedness so long as the Payment Conditions are satisfied, or (ii) obligations under Hedge Agreements; (iii) secured make any payment on account of Indebtedness that becomes due as a result has been contractually subordinated in right of the voluntary sale or transfer of the assets securing such Indebtedness payment to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any Obligations if such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent not permitted at such time under the subordination terms of the subordination thereof);and conditions, or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: : (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) the Governing Documents of any Loan Party if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, (ii) the Senior Secured Note Documents to the extent that such amendment, modification or change (A) would make any of the covenants or defaults or events of default set forth in the Senior Secured Note Documents more restrictive as to Parent or any of its Subsidiaries than the covenants and defaults or events of default set forth in the Senior Secured Note Documents, in each case, as in effect on Closing Date, (B) would change to earlier dates any dates upon which payments of principal or interest are due thereon, (C) would change the redemption, mandatory prepayment, or defeasance provisions thereof, (D) would restrict any Loan Party from making payments of the Obligations that would otherwise be permitted under the Senior Secured Note Documents as in effect on the date hereof, or (E) would increase the cash pay portion of any interest rate by more than 3.00 percentage points per annum or add any recurring fees, (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders, or (iv) any Material Contract except to the extent that such amendment, modification, or change could not reasonably be expected to have a Material Adverse Effect.

Prepayments and Amendments. Each Loan Party will not: (a) prepayPrepay, redeem, retire, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party Borrower or make, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: (i) the Obligations; (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness its Subsidiaries owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) any third Person, other Permitted Indebtedness in cash, provided, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under the terms of the subordination thereof); (b) directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document or other writing evidencing or concerning Permitted Indebtedness except (A) than the Obligations in accordance with this Agreement, ; except: (Bi) obligations under Hedge Agreements, in connection with a refinancing permitted by clause (C) Indebtedness permitted under clauses (c), (e) and (fj) of the definition of Permitted Indebtedness, (Dii) Subordinated Indebtedness as may be necessary to comply with mandatory provisions of Applicable Gaming Laws (including a Required Regulatory Redemption in accordance with Section 3.8 of the extent permitted Indenture), (iii) the repurchase of Notes in accordance with Section 7.4(b)(iv)(D), and (iv) the repurchase of Notes in an aggregate amount not to exceed $20,000,000, provided that no Event of Default has occurred and is continuing or would be the consequence thereof, Borrowers do not use a Borrowing or Advance under this Agreement for the subordination agreement purchase of such Notes, and no outstanding Obligations are owed to Lender other than contingent liabilities associated with respect theretoissued and outstanding Letters of Credit; and (b) Except as may be necessary to comply with mandatory provisions of Applicable Gaming Laws, directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of (Ei) in the case of any other Material IndebtednessSenior Note Document, after prior written notice provided, however, that additional Notes may be issued pursuant to Lender, to amend or modify the terms thereof to forgive or cancel any portion of the extent the Indebtedness evidenced by such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewithNotes is permitted hereunder, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) the Governing Documents Operating Agreements, (iii) the Management Agreement, or (iv) any agreement, instrument, document, indenture, or other writing evidencing or concerning (A) Indebtedness permitted under clause (f) of the definition of "Permitted Indebtedness", or (B) Indebtedness refinanced in accordance with clause (j) of the definition of "Permitted Indebtedness" in respect of any Loan Party Indebtedness permitted under clause (f) of the definition of "Permitted Indebtedness", if the effect thereofof such amendment, either individually modification, alteration, or change would materially increase the obligations of Borrowers or their Subsidiaries or confer additional material rights on the holder of such Indebtedness in the aggregate, could reasonably be expected to be materially a manner adverse to the interests of Borrowers, their Subsidiaries, or Lender.

Prepayments and Amendments. Each Loan Party Borrower will not:, and will not permit any of its Subsidiaries to, (a) Except in connection with (i) Refinancing Indebtedness permitted by Section 6.1 and (ii) any payment that is made solely from the proceeds of an issuance by Borrower of Qualified Equity Interests or by issuing Qualified Equity Interests in satisfaction or exchange for such Indebtedness so long as, in each case under this clause (ii), no Default or Event of Default shall have occurred and be continuing or would result therefrom, (i) unless, immediately after giving effect to any such optional prepayment, redemption, defeasance, purchase or other acquisition, (x) Borrower shall be in compliance on a pro forma basis with the covenant set forth in Section 7(a) recomputed for the most recently ended month of Borrower, (x) Borrower shall have Liquidity, as of such date, in an amount equal to or greater than $30,000,000 and (z) no Default or Event of Default shall have occurred and be continuing or would result therefrom, optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, (ii) make any Loan Party payment (including any payment or makeprepayment of principal of, directly premium, if any, or indirectlyinterest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment) with respect to or on account of any optional Indebtedness (other than the Convertible Subordinated Debt) that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; provided, that, so long as it is permitted by law, and so long as no Default or voluntary payment Event of Default shall have occurred and be continuing or would result therefrom, Borrower may make payments in respect exchange for fractional shares in connection with the conversion of any such Indebtedness, except for payments of: (i) the Obligations; (ii) obligations under Hedge Agreements; in an otherwise cashless exchange, into Qualified Equity Interests, or (iii) secured Indebtedness that becomes due unless, immediately after giving effect to any such payment, (x) Borrower shall be in compliance on a pro forma basis with the covenant set forth in Section 7(a) recomputed for the most recently ended month of Borrower, (x) Borrower shall have Liquidity, as a of such date, in an amount equal to or greater than $30,000,000 and (z) no Default or Event of Default shall have occurred and be continuing or would result therefrom, make any payment (including any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment) with respect to or on account of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunderConvertible Subordinated Debt; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, notwithstanding the foregoing, so long as it is permitted by law, and so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Borrower may make payments (x) of accrued interest owing with respect to the Convertible Subordinated Debt and (y) in exchange for fractional shares in connection with the conversion of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Convertible Subordinated IndebtednessDebt, in any event only to the extent permitted under an otherwise cashless exchange, into Qualified Equity Interests in accordance with the terms of the subordination thereof);Convertible Subordinated Debt Documents, or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge AgreementsPermitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (ee)(i), (e)(ii), solely to the extent the terms or provisions of the Indebtedness being guaranteed is permitted to be amended, modified or changed, (e)(iii), (j), (l), (m), (p) and (fr) of the definition of Permitted Indebtedness); provided that (x) with respect to any Permitted Indebtedness which is permitted to be refinanced with Refinancing Indebtedness, Borrower may amend, modify or change any such agreement, instrument, document, indenture, or other writing evidencing such Permitted Indebtedness if, after giving effect to such amendment, modification or change, such Permitted Indebtedness would be permitted as Refinancing Indebtedness and (Dy) Borrower may permit any agreement, instrument, document, indenture, or other writing evidencing or concerning Subordinated Indebtedness to be amended with the extent permitted under sole effect of allowing the subordination agreement with respect theretoapplicable Subordinated Indebtedness to be converted, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness a cashless exchange (other than pursuant respect to cash payment thereof) or to reduce the interest rate or any fees made in connection therewithexchange for fractional shares), or to make the terms thereof less restrictive or burdensome to such Loan Party; or into Qualified Equity Interests, or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party will notExcept solely in connection with the refinancing of the 1.875% Notes, the 2.750% Notes or the 3.875% Notes with Indebtedness that constitutes Refinancing Indebtedness or a cashless exchange of the 1.875% Notes, the 2.750% Notes or the 3.875% Notes for Second Lien Indebtedness permitted by clause (i)(x) of the definition of Second Lien Indebtedness, none of Borrower or any Subsidiary of Borrower may: (a) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party Borrower or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment other than the Obligations in respect of any such Indebtedness, except for payments of: (i) the Obligations; (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any such payment under accordance with this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under the terms of the subordination thereof);Agreement or (b) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, or (c) directly or indirectly, amend, modify, or change any of the terms or provisions of: of the following: (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except permitted under Section 6.01 other than (A) the Obligations in accordance with this Agreement, Agreement or (B) obligations under Hedge AgreementsPermitted Intercompany Advances, (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness except to the extent permitted under the subordination agreement with respect theretosuch amendment, modification or (E) in the case of any other Material Indebtednesschange could not, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) the Governing Documents of any Loan Party if the effect thereof, either individually or in the aggregate, reasonably be expected to be adverse to the interests of the Lenders in any material respect, or (ii) any Material Contract (other than the 1.875% Notes Documents, the 2.750% Notes Documents or the 3.875% Notes Documents in connection with Refinancing Indebtedness thereof that constitutes Permitted Indebtedness under Section 6.01) except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lenderthe Lenders. Subject in each case to the subordination provisions of the 1.875% Notes Indenture, the 2.750% Notes Indenture, the 3.875% Notes Indenture, any Refinancing Indebtedness in respect of the foregoing, and any Additional Unsecured Subordinated Indebtedness and for so long as no Event of Default has occurred and is continuing hereunder, Borrower shall be permitted to make regularly scheduled payments of interest in respect of the 1.875% Notes, the 2.750% Notes, the 3.875% Notes, any Refinancing Indebtedness in respect thereof and any Additional Unsecured Subordinated Indebtedness (but not, for the avoidance of doubt, any (i) cash principal payments on, or redemptions of, any of the foregoing Indebtedness (other than as set forth in clause (a) above in respect of refinancing the 1.875% Notes, the 2.750% Notes or the 3.875% Notes with Refinancing Indebtedness) or (ii) “Additional Interest,” “Special Interest,” “Liquidated Damages” or any like additional interest under the terms of the 1.875% Notes Documents, 2.750% Notes Documents, the 3.875% Notes Documents, any Refinancing Indebtedness in respect thereof or any Additional Unsecured Subordinated Indebtedness). Furthermore, for the avoidance of doubt, Borrower is not permitted to make any principal payments on any Second Lien Indebtedness for so long as any Obligations or any Commitments are outstanding. Notwithstanding any other provision herein to the contrary, in no event shall the Borrower make any principal, interest or other payments on any Pre-Existing Borrower Intercompany Payables, unless each of the following conditions are satisfied: (i) no Default or Event of Default has occurred and is continuing or would result from any such payment, (ii) both before and immediately after giving effect to any such payment by the Borrower, the Borrower has Liquidity of greater than or equal to $8,000,000 and (iii) material adverse tax consequences to the Borrower would result if the Borrower does not make such payment at or about the time the Borrower makes such payment. For so long as the foregoing conditions have been satisfied, the Borrower may make payments of only those Pre-Existing Borrower Intercompany Payables that constitute the payment of operating expenses of Foreign Subsidiaries in the ordinary course of business consistent with past practice or for the purchase of products or services on terms consistent with a transaction negotiated at arms-length. For so long as the restrictions set forth in the first sentence of this paragraph have been satisfied, if the purpose of any payment on any Pre-Existing Borrower Intercompany Payable is for any other purpose (including in respect of mitigating adverse tax consequences) than those set forth in the immediately preceding sentence, the Borrower may make payments of Pre-Existing Borrower Intercompany Payables only if the following additional conditions are met: (a) no such payment may be made prior to December 31, 2012, (b) no single payment may exceed $2,500,000, (c) prior to making any payment, the Borrower must deliver to the Agent documentation reasonably satisfactory to the Agent indicating that not less than 90% of such payment will be dividended back to the Borrower within five Business Days and (d) no payment may be made unless the condition set forth in clause (c) has been met for the initial payment made pursuant to this sentence and, thereafter, for all other previous payments made pursuant to this sentence.

Prepayments and Amendments. Each Loan Party Irish Holdings will not:, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (iA) the Obligations; Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) voluntary or optional prepayments of principal and interest on account of Permitted Purchase Money Indebtedness so long as no Event of Default shall have occurred and be continuing at the time of such prepayment or would result therefrom and (D) the prepayment by Irish Holdings of the payments required under the Management Services Agreement, so long as Liquidity is equal to or greater than $15,000,000 after giving effect to such payment and so long as no Event of Default shall have occurred and be continuing at the time of such prepayment or would result therefrom, or (ii) obligations under Hedge Agreements; (iii) secured make any payment on account of Indebtedness that becomes due as a result has been contractually subordinated in right of the voluntary sale or transfer of the assets securing such Indebtedness payment to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any Obligations if such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent not permitted at such time under the subordination terms of the subordination thereof);and conditions. (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge AgreementsPermitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e), (h), (i), (j), (k), (l) and (fn) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders; provided, that Irish Holdings may adopt Governing Documents in connection with its registration as a public limited company under Irish law.

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with Refinancing Indebtedness or a Permitted Convertible Notes Refinancing permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party Borrower or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (iA) the Obligations; Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Convertible Notes Redemptions, (ii) obligations under Hedge Agreements; (iii) secured make any payment on account of Indebtedness that becomes due as a result has been contractually subordinated in right of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any payment if such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent not permitted at such time under the subordination terms of the subordination thereof);and conditions, or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except permitted under Section 6.1 other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge AgreementsPermitted Intercompany Advances, and (C) Indebtedness permitted under pursuant to clauses (c), (ef), (h) and (fi) of the definition of Permitted Indebtedness; provided that, (D) Subordinated Indebtedness for the avoidance of doubt, amendments, modifications, and changes to the Convertible Notes Documents are permitted to the extent permitted under the subordination agreement with respect theretonecessary to consummate a Permitted Convertible Notes Refinancing, but only so long as such amendments, modifications, or changes comply with the restrictions applicable to a Permitted Convertible Notes Refinancing, (Eii) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness Contract (other than pursuant the Convertible Notes Documents, which are covered in clause (b)(i) above) except to payment thereof) or to reduce the interest rate or any fees in connection therewithextent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to make be materially adverse to the terms thereof less restrictive or burdensome to such Loan Party; or interests of the Lenders, or (iiiii) the Governing Documents of Borrower or any Loan Party of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party will not:, and will not permit any of its Subsidiaries to, (a) (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: (i) the Obligations; (ii) obligations under Hedge Agreements; elect to pay or repay Convertible Notes in cash upon conversion thereof, other than (iiiA) secured Indebtedness that becomes due as a result prepayments of the voluntary sale or transfer Obligations in accordance with this Agreement, (B) prepayments of Hedge Obligations, (C) prepayments of Permitted Intercompany Advances, (D) in connection with Refinancing Indebtedness permitted by Section 6.1, (E) if the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cashPayment Conditions are satisfied, provided, that, as of that in the date of any such payment case payments under this clause (vi) and after giving effect theretoE), each the aggregate amount of the Payment Conditions is satisfied (and prepayments, redemptions, purchases, other acquisitions of such Indebtedness or payments shall not exceed $25,000,000 in the case aggregate during the term of this Agreement, or (F) prepayments in cash, payments in cash upon conversion thereof, or other payments in cash of Convertible Notes so long as any Subordinated Indebtedness, in any event only such prepayment or payment is permitted pursuant to the extent permitted under the terms of the subordination thereof);Convertible Note Documents and the Payment Conditions II are satisfied, or (b) directly make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, or (c) Directly or indirectly, amend, modify, or change any of the terms or provisions of: : (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge AgreementsObligations, (C) Permitted Intercompany Advances, (D) Indebtedness permitted under clauses (c), (e) h), and (fk) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) any other Indebtedness if such amendment, modification, or change could not, individually or in the case aggregate, reasonably be expected to be materially adverse to the interests of any other Material Indebtednessthe Lenders, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party will not: (a) prepayExcept in connection with Refinancing Indebtedness permitted by Section 7.1, (i) optionally prepay (whether partially or fully), redeem, defease, purchase purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or makeany of its Subsidiaries, directly other than (A) the Obligations in accordance with this Agreement or indirectlya Bank Product Agreement, and (B) Permitted Intercompany Advances; (ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any optional Default or voluntary Event of Default has occurred and is continuing or would result therefrom; (iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or (iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such Indebtedness, except for payments of: proposed payment at least three (i3) the Obligations; (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness Business Days prior to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any such payment under this together with such information that Lender may reasonably request to confirm that clause (vix) and after giving effect theretoof this paragraph will be satisfied, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under the terms of the subordination thereof);or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: : (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) obligations under Hedge AgreementsPermitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness, ; (Dii) Subordinated Indebtedness any Material Contract except to the extent permitted under the subordination agreement with respect theretothat such amendment, modification, or (E) change could not, individually or in the case aggregate, reasonably be expected to be materially adverse to the interests of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness ; or (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lender.

Prepayments and Amendments. Each Loan Party Borrower will not:, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party Borrower or makeany Subsidiary of a Borrower, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (iA) the Obligations; Obligations in accordance with this Agreement, (iiB) obligations under Hedge Agreements; Permitted Intercompany Advances, (iiiC) secured Indebtedness that becomes due any prepayment or redemption of outstanding Senior Secured Notes as required by the Senior Secured Notes Documents as a result of the voluntary sale any asset sale, recovery event, change of control or transfer of the assets securing such Indebtedness similar event and to the extent such sale permitted by the Intercreditor Agreement, or transfer is permitted hereunder; (ivD) any other prepayment, repurchase, redemption, defeasance or other satisfaction of Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of so long as the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any such payment under this clause (vi) Payment Conditions are satisfied both before and after giving effect theretoto such prepayment, each of the Payment Conditions is satisfied (and in repurchase, redemptions, defeasance or other satisfaction, as the case may be, or (ii) make any payment on account of any Subordinated Indebtedness, Indebtedness that has been contractually subordinated in any event only right of payment to the extent Obligations if such payment is not permitted at such time under the applicable subordination terms of the subordination thereof);and conditions, or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses clause (c), (e) and (fu) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness in a manner which is adverse to the extent permitted under interests of Agent and/or the subordination agreement with respect theretoLenders in any material respect, or (EB) any Senior Secured Notes Document in a manner which is adverse to the case interests of Agent and/or the Lenders in any other Material Indebtedness, after prior written notice to Lender, to amend material respect or modify in a manner which is prohibited by the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewithIntercreditor Agreement, or to make the terms thereof less restrictive or burdensome to such Loan Party; or or (ii) Directly or indirectly, amend, modify, or change any of the terms or provisions of the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party Borrower will not:, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire the Preferred Equity or the Seller Debt; (ii) optionally prepay, redeem, defease, purchase, or otherwise acquire any other Indebtedness of any Loan Party Borrower or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (iA) the ObligationsObligations in accordance with this Agreement and (B) Permitted Intercompany Advances; (ii) obligations under Hedge Agreements; or (iii) secured make any payment on account of Indebtedness that becomes due as a result has been contractually subordinated in right of the voluntary sale or transfer of the assets securing such Indebtedness payment to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any Obligations if such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent not permitted at such time under the subordination terms of the subordination thereof);and conditions, or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: : (i) The Prepetition Revolving Loan Documents or DIP Revolving Loan Documents to the extent that such amendment, modification, or change constitutes a Prohibited Revolving Amendment, (ii) The Senior Note Documents to the extent that such amendment, modification, or change constitutes a Prohibited Senior Notes Amendment, (iii) any other agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except that is not already referenced in clauses (i) or (ii) above other than (A) the Obligations in accordance with this Agreement, Agreement and (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses (c), (eg), (i) and (fj) of the definition of Permitted Indebtedness, , (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (iiiv) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, or (v) any Material Contract that is not already referenced in clause (i), (ii), or (iii) above, except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. Each Loan Party Borrower will not, and will not permit any of its Subsidiaries to: (a) except in connection with the Transactions or any Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party Borrower or makeits Subsidiaries consisting of ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇), directly (▇), (▇), (▇), (▇), (▇), (▇) or indirectly(aa) of the definition of Permitted Indebtedness, or any optional or voluntary payment other Indebtedness with an outstanding amount greater than $25,000,000 that is secured by Liens on the Collateral that rank junior to the Liens on the Collateral securing the Obligations, in respect of any all such cases, prior to the maturity date applicable to such Indebtedness, except for payments of: (iA) any prepayment, redemption, defeasance, purchase or other acquisition with Qualified Equity Interests so long as at the time of such prepayment, redemption, defeasance, purchase or other acquisition no Default or Event of Default has occurred and is continuing or would result therefrom, (B) any prepayment, redemption, defeasance, purchase or other acquisition with the net cash proceeds of an issuance of Qualified Equity Interests within 60 days of such issuance (or such later date as agreed to by the Agent in its sole discretion)) so long as (1) at the time of such prepayment, redemption, defeasance, purchase or other acquisition no Default or Event of Default has occurred and is continuing or would result therefrom and (2) the Obligationsnet cash proceeds of such issuance of Qualified Equity Interests are maintained in a segregated Deposit Account subject to the “control” of the Agent until the earlier of (a) application toward such prepayment, redemption, defeasance, purchase or other acquisition and (b) the date that is 60 days after such issuance, (C) any prepayment, redemption, defeasance, purchase or other acquisition so long as, at the time of such prepayment, redemption, defeasance, purchase or other acquisition, no Default or Event of Default has occurred and is continuing or would result therefrom and either (1) the Payment Conditions are satisfied at such time or (2) for each of the 30 consecutive days immediately preceding such prepayment, redemption, defeasance, purchase or other acquisition, and both before and after giving effect to such prepayment, redemption, defeasance, purchase or other acquisition, (x) no Loans are outstanding and (y) Liquidity is at least $500,000,000; provided, further that the foregoing conditions under this clause (iiC) obligations under Hedge Agreementsshall not be required to be satisfied with respect to prepayments, redemptions, defeasances, purchases or other acquisitions of any such Indebtedness in an aggregate principal amount (for all such prepayments, redemptions, defeasances, purchases or other acquisitions) of up to the greater of (x) $100,000,000200,000,000 and (y) 1.5% of Consolidated Net Tangible Assets, measured as of the last day of the fiscal quarter ending prior to the date of such prepayment for which financial statements have been delivered to the Agent, during the term of this Agreement and (D) any prepayment, redemption, defeasance, purchase or other acquisition of the Convertible Notes with Qualified Equity Interests; (iiiprovided that this Section 6.6(a)(i) secured Indebtedness that becomes due shall not apply to any prepayment, redemption, defeasance, purchase, or other acquisition of the Convertible Notes to the extent such event or condition occurs as a result of (x) the voluntary sale satisfaction of a conversion contingency pursuant to the Convertible Notes (as in effect on the date hereof) or transfer the exercise by a holder of the assets securing such Indebtedness Convertible Notes of a conversion right resulting from the satisfaction of a conversion contingency pursuant to the extent Convertible Notes (as in effect on the date hereof) (it being understood that any such sale prepayment, redemption, defeasance, purchase, or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) other acquisition of the definition thereof; and (vi) other Permitted Indebtedness Convertible Notes made in cash, provided, that, as of the date of any such payment under cash in reliance on this clause (vix) and after giving effect thereto, each shall be subject to satisfaction of the Payment Conditions is satisfied at the time thereof, other than prepayments, redemptions, defeasances, purchases or other acquisitions (and i) of less than $30,000,00060,000,000 in the case aggregate during the term of any Subordinated this Agreement, or (ii) paid in lieu of fractional shares)) or (y) a required repurchase under the Convertible Notes; provided further that nothing in this Section 6.6 shall prohibit the payment of Indebtedness permitted under this Agreement at the time of the final maturity of the obligations under such Indebtedness, or (ii) make any payment on account of Indebtedness that has been contractually subordinated in any event only right of payment to the extent Obligations if such payment is not permitted at such time under the subordination terms of the subordination thereof);and conditions, or (b) except in connection with the Transactions or any Refinancing Indebtedness permitted by Section 6.1, directly or indirectly, amend, modify, or change any of the terms or provisions of: : (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses (c▇), (e▇), (▇), (▇), (▇), (▇), (▇) and or (faa) of the definition of Permitted Indebtedness (A) if such Indebtedness could not have been incurred (including as Refinancing Indebtedness, ) on such terms (Dwithout limiting clause (ii) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, below) or (EB) if such amendment, modification or change could reasonably be expected to affect the interests of the Lenders adversely in the case of any other Material Indebtednessmaterial respect, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries, the Existing Senior Notes, the Convertible Notes or the Senior Secured Notes, in each case if the effect thereof, either individually or in the aggregate, could would reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party Neither Parent nor any Borrower will, or will not:permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party Parent or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (iA) the Obligations; Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) the Notes, but only so long as the Payment Conditions are satisfied after giving effect to any prepayment of the Notes, or (ii) obligations under Hedge Agreements; (iii) secured make any payment on account of Indebtedness that becomes due as a result has been contractually subordinated in right of the voluntary sale or transfer of the assets securing such Indebtedness payment to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any Obligations if such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent not permitted at such time under the subordination terms of the subordination thereof);and conditions, or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge AgreementsPermitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (eh), (j) and (fk) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness in each case to the extent permitted under that the subordination agreement with respect theretoeffect thereof, individually or (E) in the case aggregate, could reasonably be expected to be materially adverse to the interests of Agent or the Lenders (it being understood that, without limitation, any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce increase in the interest rate under any such Permitted Indebtedness that would (individually or in the aggregate for all such increases of the interest rate under such Permitted Indebtedness following the initial incurrence thereof) result in an increase to the interest rate applicable thereto by more than three percent per annum, any fees acceleration or creation of scheduled dates of payment of principal or interest, any prohibition or restriction on the ability of Subsidiaries that are not Loan Parties to transfer assets to the Loan Parties in connection therewithany manner, any restrictions of any kind on the repayment or prepayment of the Obligations, and any addition of financial covenants could in each case be expected to make be materially adverse to the terms thereof less restrictive interests of Agent and Lenders) or burdensome could reasonably be expected to such Loan Party; impose any additional material burdens on Parent or its Subsidiaries, or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party will not:Except in connection with a refinancing permitted by Section 7.1(d), (a) prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Borrower Party or any Subsidiary of any Borrower Party, except that (i) Borrower Parties may prepay the Obligations in accordance with this Agreement, (ii) any Non-Borrower Party Foreign Subsidiary may prepay, redeem, defease, purchase or otherwise acquire any of its Indebtedness, (iii) So long as no Default or Event of Default exists or would be caused thereby, Borrower Parties and their Subsidiaries may make the mandatory or required prepayments described on Schedule 7.7(a), (iv) any Indebtedness of any Loan Borrower Party or makeany Subsidiary of a Borrower Party may be exchanged for Stock of Holdco, (v) Borrower Parties may prepay, directly redeem, defease, purchase or indirectlyotherwise acquire any other Indebtedness with a purchase, redemption, defeasance or acquisition price or prepayment amount (inclusive of amounts distributed for such purpose under Section 7.9(x)) not to exceed the sum of (A) $50,000,000 plus the amount necessary to repay the Perryville I Lease Facility (estimated to be $47,015,706.81) from cash flow from operations; provided that all amounts under this clause (A) shall not exceed $97,015,706.81 and no amount over $50,000,000 may be used under this clause (v) for any optional or voluntary payment in respect purpose other than prepaying the Indebtedness under the Perryville I Lease Facility, and (B) the amount of net proceeds from equity issuances, including from the exercise of warrants and options, (less the amount of any such Indebtedness, except for payments of: (i) net proceeds required to be invested in the Obligations; (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result business of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness Borrower Parties pursuant to clause (gIV) below) immediately upon the receipt thereof used to prepay, redeem, defease, purchase or otherwise acquire such Indebtedness or deposited into a separate segregated deposit account or securities account (which account shall be subject to a Control Agreement in favor of Collateral Agent), so long as (I) no Default or Event of Default exists or would be caused thereby, (II) the amount available to be borrowed under Section 2.1(a) plus Qualified Cash equals or exceeds $100,000,000 after giving pro forma effect to such proposed transaction, (III) cash flow from operations in excess of $50,000,000 (as described in clause (A) above) shall be used solely to prepay in full the Indebtedness under the Perryville I Lease Facility and, in connection with such prepayment, the real property and improvements that are the subject of the definition thereofPerryville I Lease Facility shall be transferred to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Realty Services, Inc. and Collateral Agent shall be granted a Mortgage on such fee interest, (IV) Consolidated Adjusted EBITDA for the immediately preceding four (4) fiscal quarter period (after giving pro forma effect to the proposed payment) shall equal or exceed the Projections for that period that been approved by Agents (it being understood that the Projections delivered on the Closing Date are acceptable to Agents); and (vi) other Permitted Indebtedness in cashprovided, providedhowever, that, as of the date with respect to any prepayment, redemption, defeasance, purchase or other acquisition of any such payment under this Indebtedness from the net proceeds from an equity issuance (as described in clause (viB) and above), Consolidated Adjusted EBITDA for the immediately preceding four (4) fiscal quarter period (after giving pro forma effect theretoto the proposed payment) may be up to 20% less than the Projections for that period so long as the net proceeds of such equity issuance available to prepay, each redeem, defease, purchase or otherwise acquire Indebtedness are reduced by the difference between such Consolidated Adjusted EBITDA and such Projections and such difference is otherwise invested in the business of Borrower Parties; and (V) the Payment Conditions is satisfied amount paid in respect of such prepayment, redemption, defeasance, purchase or other acquisition of any such Indebtedness does not exceed the lesser of (and A) the principal amount of such Indebtedness plus any premium required to be paid thereon or (B) the market value of such Indebtedness (or, in the case of the Trust Preferred, not more than the market value of such Indebtedness), and (vi) Borrower Parties may prepay, redeem, defease, purchase or otherwise acquire any Subordinated Indebtedness, other Indebtedness from cash flow from operations in any event only to the extent permitted under the terms an amount in excess of the subordination thereofamounts set forth in clause (v) above, so long as (A) each of the conditions set forth in clauses (v)(I);, (IV) and (V) above are satisfied and (B) after giving pro forma effect to such proposed transaction, the amount available to be borrowed under Section 2.1(a) plus Qualified Cash equals or exceeds $150,000,000 from the date of such transaction through the Maturity Date, (b) pay when due (i) any asbestos litigation settlement or judgment claims, (ii) the principal and accrued and unpaid interest on those certain 6.5% Convertible Subordinated Notes during 2007 issued by Holdco and more fully described on Schedule 5.20, (iii) those certain 6 ¾% Notes due 2005 issued by Parent and more fully described on Schedule 5.20, or (iv) those certain Accreted Amount Exit Payments due 2009 owed by Parent (and known as the “▇▇▇▇▇▇▇ Bonds”) and more fully described on Schedule 5.20, in each case, unless no Default or Event of Default exists or would be caused thereby, (c) directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of: (i) conditions of any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses Sections 7.1(c) and (cl), (d) directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness of a Borrower Party in a principal or stated amount exceeding $5,000,000 permitted under Section 7.1(b) if such amendment, modification, alteration, increase or change could, in Agents’ reasonable judgment, materially impair the prospects of repayment of the Obligations by Borrowers or materially impair Borrower Parties’ creditworthiness, taken as a whole, or (e) and (f) directly or indirectly, amend, modify, alter, increase, change any of the definition terms or conditions of Permitted Indebtedness, or waive any of its rights (Di) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) any Material Contract in the case of any other manner that could result in a Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; Adverse Change or (ii) under any Material Project Document in any manner that could materially impair the Governing Documents value of the interest or rights, directly or indirectly, of any Loan Borrower Party if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthereunder.

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party Parent or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (iA) the Obligations; Obligations in accordance with this Agreement and (B) Permitted Intercompany Advances, or (ii) obligations make any payment on account of Indebtedness other than as permitted under Hedge Agreements; clauses (iiic), (e), (h) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; and (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (gj) of the definition thereof; and (vi) other of Permitted Indebtedness in cashso long as such payment is not prohibited at such time under the relevant subordination terms and conditions, if any; provided, that, as of the date of any such payment under this clause (vi) both before and immediately after giving effect theretoto each such prepayment, each redemption, defeasance, purchase of acquisition, no Event of Default shall have occurred and be continuing, (iii) other than prepayment of up to 10% of the Payment Conditions is satisfied (and in outstanding principal amount of the case New High Yield Notes, plus any prepayment premium, per annum, so long as at the time of any Subordinated Indebtednesspayment thereof (A) no Event of Default shall have occurred and be continuing or would result after giving effect to such prepayment, (B) Parent and its Subsidiaries are in pro forma compliance with the provisions of Article VII and (C) Parent and its Subsidiaries have pro forma Excess Availability of at least $25,000,000, (iv) other than prepayment of the Existing High Yield Notes with the proceeds of the Equity Investment, or (v) prepay any event only Indebtedness under the Permitted Second Lien Term Loan Facility, other than, so long as no Default or Event of Default has occurred and is continuing or would result after giving effect to the extent permitted under such prepayment, (A) as expressly required by the terms of the subordination thereof);Permitted Second Lien Term Loan Facility, subject to any intercreditor arrangements in connection therewith, and (B) optional prepayments with the proceeds of an initial public offering of Seitel Holdings so long as (I) there are no Advances outstanding under this Agreement and (II) Parent and its Subsidiaries are in pro forma compliance with the provisions of Article VII, subject to any intercreditor arrangements in connection therewith, (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge AgreementsPermitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e), (f), (g), (i) and (fm) of the definition of Permitted Indebtedness, , (Dii) Subordinated Indebtedness any Material Contract except to the extent permitted under the subordination agreement with respect theretothat such amendment, modification, or (E) change could not, individually or in the case aggregate, reasonably be expected to be materially adverse to the interests of any other Material Indebtednessthe Lenders, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness or (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party will not: (a) prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party or make, directly or indirectly, any optional or voluntary payment in respect of any such IndebtednessBorrower, except for payments of: (i) the Obligations; in connection with a refinancing permitted by Section 7.1(c), (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under the terms of the subordination thereof); (b) directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (Biii) obligations under Hedge Agreementsany mandatory prepayment or repurchase of the Notes pursuant to the Indenture, and (iv) any prepayment or redemption of Indebtedness expressly permitted pursuant to the terms of the Indenture as in effect on the date hereof so long as, both before and after giving effect -47- to such prepayment or redemption, (C1) no Default or Event of Default shall have occurred and be continuing, and (2) the sum of Availability plus Available Cash is not less than $7,000,000. (b) Except with respect to the Indenture Documents or in connection with any refinancing permitted by Section 7.1(c), directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under clauses Sections 7.1(b) or (c). (c) Change or amend, or permit the change or amendment to, the terms of any Indenture Document or the Black Hawk Bonds if the effect of such amendment is to: (ei) and increase the interest rate thereunder; (fii) change the dates upon which payments of the definition principal or interest are due other than to extend such dates; (iii) change any default or event of Permitted Indebtednessdefault other than to delete or make less restrictive any default provision therein, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement or add any covenant with respect thereto, ; (iv) change the redemption or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms prepayment provisions thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) extend the dates therefor or to reduce the interest rate or any fees premiums payable in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (iiv) materially increase the Governing Documents obligations of any Loan Party if the effect thereof, either individually Borrowers thereunder or otherwise confer additional material rights in the aggregate, could reasonably be expected to be materially a manner adverse to the interests of LenderLender or any Borrower.

Prepayments and Amendments. Each Loan Party will not: (a) Except as expressly permitted by Section 7.1(d), prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of Borrower, other than the Obligations in accordance with this Agreement except that, (i) if all Subordinated Note Interest Conditions are satisfied at the time of any Loan Party or make, directly or indirectly, any optional or voluntary proposed payment of interest in respect of any such Indebtednessthe Subordinated Notes, except for as determined by Agent in its Permitted Discretion, Borrower may make regularly scheduled payments of: or mandatory payments of interest (ion an unmatured and non-accelerated basis) the Obligations; (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result in respect of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness Subordinated Notes in cash, provided, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under accordance with the terms of the subordination thereofSubordinated Notes and/or Subordinated Indenture, including, without limitation, Section 10 of the Subordinated Indenture, as in effect on the date hereof, and (ii) if all Subordinated Note Repurchase conditions are satisfied at the time of any proposed Subordinated Note Repurchase as determined by Agent in its sole discretion, Borrower may make Subordinated Note Repurchases, and (iii) so long as immediately after giving effect to such contemplated payment, no Default or Event of Default Table of Contents then exists or has occurred and is continuing, and Borrower has Excess Availability of not less than $5,000,000 (on a pro forma basis, with trade payables being paid when due, and expenses and liabilities being paid in the ordinary course of business and without acceleration of sales);, within five (5) Business Days after the Closing Date only, Borrower may repay to Parent up to $5,000,000 of existing Indebtedness of Borrower due Parent, and (b) Except as expressly permitted by Section 7.1(d), directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of: (i) conditions of any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses Sections 7.1(b) or (c), (e) and (f) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) the Governing Documents of any Loan Party if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lender.

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party Parent or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (iA) the Obligations; Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness issued pursuant to the Senior Floating Rate Notes Indenture (1) in connection with the conversion of such Indebtedness to Stock of Parent (other than Prohibited Preferred Stock) so long as (x) such conversion is on terms and conditions reasonably satisfactory to Agent, (y) no Default or Event of Default shall have occurred and be continuing either before or after giving effect thereto, and (z) such conversion would not result in materially adverse tax consequences to Parent or any of its Subsidiaries, or (2) solely with proceeds from the issuance of Stock of Parent so long as (u) Borrowers shall not have any outstanding Advances during the 30 day period immediately before and the 30 day period immediately after giving thereto, (v) Agent shall be satisfied that no trade payables of Parent or any of its Subsidiaries are aged in excess of historical levels and no book overdrafts of Parent or any of its Subsidiaries are aged in excess of historical levels immediately prior to giving effect thereto, (x) no Default or Event of Default shall have occurred and be continuing either before or after giving effect thereto and (y) Parent shall have provided Agent with a written certificate, supported by detailed calculations, that on a pro forma basis, Parent and its Subsidiaries are projected to be in compliance with the financial covenants set forth in Section 7 for the six month period immediately after giving effect thereto, (ii) obligations under Hedge Agreements; (iii) secured make any payment on account of Indebtedness that becomes due as a result has been contractually subordinated in right of payment if such payment is not permitted at such time under the voluntary sale or transfer subordination terms and conditions, other than Indebtedness issued pursuant to the Senior Subordinated Notes Indenture in connection with the conversion of the assets securing such Indebtedness to the extent such sale Stock of Parent (other than Prohibited Preferred Stock) so long as (A) no Default or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) Event of the definition thereof; Default shall have occurred and be continuing either before or after giving effect thereto, and (viB) other Permitted Indebtedness in cash, provided, that, as Borrowers have Excess Availability of the date of any such payment under this clause (vi) not less than $15,000,000 both before and after giving effect thereto, each or (iii) make any payment on account of the Payment Conditions is satisfied (and in the case of Indebtedness owing to any Subordinated IndebtednessInactive Subsidiary, in any event only to the extent permitted under the terms of the subordination thereof);or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except permitted under Section 6.1 other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge AgreementsPermitted Intercompany Advances, (C) Indebtedness permitted under clauses (c), (ef), (h) and (fi) of the definition of Permitted Indebtedness, Indebtedness and (D) Subordinated Indebtedness permitted under clause (l) of the definition of Permitted Indebtedness in connection with Permitted Indenture Amendments, (ii) any Material Contract except (A) to the extent permitted under the subordination agreement with respect theretothat such amendment, modification, alteration, increase, or (E) change could not, individually or in the case aggregate, reasonably be expected to be materially adverse to the interests of any other Material Indebtednessthe Lenders or (B) amendments, after prior written notice modifications or changes to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees license agreements set forth on Schedule P-1 in connection therewithwith Permitted Dispositions under clause (j) of the definition of Permitted Dispositions, or to make the terms thereof less restrictive or burdensome to such Loan Party; or or (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party Borrower will not:, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, or (ii) make any Loan Party or make, directly or indirectly, any optional or voluntary payment in respect on account of any such Subordinated Indebtedness, except payments made at any time after Lender’s receipt of Borrower’s financial statements for payments of: the fiscal quarter ending September 30, 2014, so long as (i) the Obligations; no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) obligations under Hedge Agreements; at the time any such payment is made, and for the sixty (60) day period immediately prior thereto and on a projected basis for the sixty (60) day period immediately following such payment, the Borrower has Qualified Cash less any past due accounts payable equal to or greater than $7,500,000, and (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, thatFixed Charge Coverage Ratio, as of the date of any such payment under this clause (vi) and calculated on a trailing twelve months basis is greater than 2.00:1.00 after giving effect theretoto such payment and on a projected basis for the twelve (12) months immediately following such payment, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under the terms of the subordination thereof);or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge AgreementsPermitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (ef), (h) and (fi) of the definition of Permitted Indebtedness, in each case in any manner that would be materially adverse to Agent and the Lender Group (D) Subordinated Indebtedness to it being understood and agree than any such amendment or modification that would cause the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion maturity of such Indebtedness (other than pursuant to payment thereof) or occur prior to reduce the interest rate or any fees in connection therewith, or Maturity Date shall be considered materially adverse to make Agent and the terms thereof less restrictive or burdensome to such Loan PartyLender Group); or or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders; or (iii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be cause a Material Adverse Effect.

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with Permitted Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of Borrower or its Restricted Subsidiaries (or agree to do any Loan Party or makeof the foregoing), directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (ix) the ObligationsObligations in accordance with this Agreement, (y) Permitted Intercompany Advances, or (z) the making of a tender offer with respect to the Senior Notes; provided that the consummation of such tender offer and the payment of the consideration in connection therewith are expressly conditioned upon either (A) the occurrence of all of the following (1) the satisfaction or waiver, where permissible, of all of the conditions precedent contained in the Agreement and Plan of Merger, dated as of June 16, 2008, as amended by the First Amendment to Agreement and Plan of Merger, dated as of October 18, 2008 (the “Merger Agreement”), that Borrower entered into with ▇▇▇▇▇▇▇▇ Holdings, Inc., a Delaware corporation, ▇▇▇▇▇▇▇▇ Acquisition Co., a Delaware corporation, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, (2) the consummation of the transactions contemplated by the Merger Agreement, including, but not limited to, the merger of ▇▇▇▇▇▇▇▇ Acquisition Co., a Delaware corporation, with and into Borrower, (3) the satisfaction or waiver of all of the conditions precedent (as provided in the Commitment Letter) to the Debt Financing (as defined in the Commitment Letter), and (4) the consummation of the Debt Financing (as defined in the Commitment Letter) or (B) the occurrence of both (1) the satisfaction or waiver of all of the conditions precedent (as provided in the Commitment Letter) to the Alternative Debt Financing (as defined in the Commitment Letter) and (2) the consummation of the Alternative Debt Financing (as defined in the Commitment Letter), or (ii) obligations under Hedge Agreements; (iii) secured make any payment on account of Indebtedness that becomes due as a result has been contractually subordinated in right of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any payment if such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent not permitted at such time under the subordination terms of the subordination thereof);and conditions, or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreementthe Senior Notes Documents, instrument, document or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses (c), (e) and (f) than amendments deleting all of the definition covenants or any of Permitted Indebtedness, the events of default set forth in the Senior Notes Documents which amendments are executed in connection with the tender offer and consent solicitation for the Senior Notes, (Dii) Subordinated Indebtedness any Material Contract except to the extent permitted under the subordination agreement with respect theretothat such amendment, modification, alteration, increase, or (E) change could not, individually or in the case of any other aggregate, reasonably be expected to result in a Material IndebtednessAdverse Change, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness or (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (iiiii) the Governing Documents of any Loan Party or any of its Restricted Subsidiaries or of ▇▇▇▇▇▇’▇ Gaming, Inc. (unless expressly permitted by the terms of this Agreement) if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party will not: (a) prepay, redeem, defease, purchase or otherwise acquire any Indebtedness of any Loan Party or make, directly or indirectly, any optional or voluntary payment Except in respect of any such Indebtedness, except for payments of: connection with (i) the Obligations; (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under the terms of the subordination thereof); (b) directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (Bii) obligations under Hedge Agreementsthe LSB Notes and any Permitted Purchase Money Indebtedness (which may be prepaid, (C) Indebtedness permitted under clauses (credeemed or repurchased by any Loan Party without restriction), (eiii) a refinancing permitted by Section 7.1(d), and (iv) Indebtedness incurred in reliance on Section 7.1(i) and secured pursuant to clause (fr) of the definition of “Permitted IndebtednessLiens” on a pari passu basis with the LSB Notes, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect theretoprepay, redeem, defease, purchase, or (E) in the case of otherwise acquire any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) the Governing Documents of any Loan Party which is junior in right of payment to the Obligations; provided that any such prepayments shall be permitted so long as, with respect to any such amount in excess of $500,000 during any fiscal year, both immediately before and after giving effect to any such excess payments, no Advances are outstanding hereunder; (b) [intentionally omitted], and (c) Except in connection with a refinancing permitted by Section 7.1(d), amend, modify, alter, increase, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness which is junior in right of payment to the Obligations permitted under Sections 7.1(b), (c) or (g) if such amendment, modification or change would shorten the effect thereoffinal maturity or average life to maturity of, either individually or in require any payment to be made earlier than the aggregatedate originally scheduled on, could reasonably be expected such Indebtedness, would increase the principal amount of or the interest rate applicable to such Indebtedness, would change the lien subordination provisions of such Indebtedness, or would otherwise be materially adverse to any Loan Party, the interests of LenderAgent or the Lenders in any respect.

Prepayments and Amendments. Each Loan Party Borrower will not:, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party Borrower or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (iA) the Obligations; Obligations in accordance with this Agreement, (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (vB) Permitted Indebtedness pursuant to clause (g) of the definition thereof; Intercompany Advances and (viC) other Permitted Indebtedness (other than Subordinated Indebtedness) so long as (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (2) during the 1 day period immediately prior to such prepayment, redemption, defeasement, purchase or acquisition, Borrower has, and immediately after giving affect to such prepayment, redemption, defeasement, purchase or acquisition, Borrower is projected to have, Excess Availability of at least $12,500,000, (3) on a pro forma basis, Borrower and its Subsidiaries are projected to be in cashcompliance with the financial covenants in Section 7 for the 12 month period ended one year after the proposed date of consummation of such proposed prepayment, providedredemption, thatdefeasement, as purchase or acquisition, and (4) if the amount of such proposed prepayment, redemption, defeasement, purchase or acquisition is greater than $250,000, Borrower has provided Agent with written notice containing (w) notice of its intent to make such prepayment, redemption, defeasement, purchase or acquisition, (x) the amount of such proposed prepayment, redemption, defeasement, purchase or acquisition, (y) a certification that each of the date of any such payment under this clause conditions contained in clauses (vi1), (2) and (3) above will be satisfied both before and after giving effect theretoto such proposed prepayment, each redemption, defeasement, purchase or acquisition, or (ii) make any payment on account of the Payment Conditions Subordinated Indebtedness if such payment is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent not permitted at such time under the subordination terms of the subordination thereof);and conditions, or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) of any agreement, instrument, document or other writing evidencing or concerning Permitted Subordinated Indebtedness except (A) in a manner materially adverse to the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses (c), (e) and (f) interests of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness Lenders or to the extent permitted under the prohibited by any subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome relating to such Loan Party; or Indebtedness. (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, thereof could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, or (ii) any Material Contract except to the extent that such amendment, modification, or change could not reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. Each Loan Party Borrower will not:, and will not permit any of its Subsidiaries to, (a) prepay, redeem, defease, purchase or otherwise acquire Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) make any Indebtedness of any Loan Party or make, directly or indirectly, any optional or voluntary payment payments in respect of any such Indebtednessthe Montrovest Debt other than, except for so long as no Default or Event of Default then exists or would (after taking into consideration the payment to be made) result therefrom and subject to the Montrovest Subordination Agreement, (x) regularly scheduled payments of: of interest in respect of the Montrovest Debt as and when due pursuant to the Montrovest Debt Documents (iy) the Obligations; principal payments of US$1,250,000 on or about July 20, 2018 and US$1,250,000 on or about July 20, 2019 pursuant to the Montrovest Debt 2017 and (z) the fee payment in an aggregate amount not to exceed $10,000 annually pursuant to the Montrovest Debt 2017. No other prepayment of, or payment of principal on, the Montrovest Debt may be made without the prior written consent of Agent in its sole discretion, unless the Restricted Payment Conditions are satisfied with respect to such prepayment or payment, (ii) obligations make any payment on account of Indebtedness (other than as permitted under Hedge Agreements; paragraph (a)(i) above) that has been contractually subordinated in right of payment to the Obligations if (A) such payment is not permitted at such time under the subordination terms and conditions applicable to such Indebtedness and, (B) where applicable, the Restricted Payment Conditions have not been satisfied, (iii) secured Indebtedness that becomes due as a result make any payment on account of the voluntary sale or transfer of ▇▇▇▇▇▇▇ Subordinated Indebtedness other than payments in the assets securing such Indebtedness to amounts and on the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of due dates therefor set out in the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of ▇▇▇▇▇▇▇ Inventory Purchase Agreement provided that any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only permitted to the extent permitted be made at such time under the terms of the subordination thereof);▇▇▇▇▇▇▇ Subordination Agreement. (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: , or, in the case of (b)(i) only, waive any of its material rights under: (i) the Term Loan Documents (except to the extent expressly permitted by the Intercreditor Agreement), the Management Agreement (except to the extent expressly permitted by the Management Subordination Agreement), the Quebec Subordinated Debt Documents, the ▇▇▇▇▇▇▇ Purchase Documents, the RM JV Agreement to the extent that, in the case of the RM JV Agreement, such amendment, modification or change would be reasonably expected to be adverse to the interests of the Lenders, the Montrovest Debt Documents (except to the extent expressly permitted by the Montrovest Subordination Agreement), or any Additional Subordinated Debt Documents or any other agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations that is contractually subordinated in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses (c), (e) and (f) right of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness payment to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan PartyObligations; or or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, and (c) make any payments in respect of the Term Loan Debt other than regularly scheduled interest payments pursuant to the terms of the Term Loan Agreement. Each Loan Party shall deliver to Agent complete and correct copies of any amendment, restatement, supplement or other modification to or waiver of the Management Agreement, the Quebec Subordinated Debt Documents, the ▇▇▇▇▇▇▇ Purchase Documents, the RM JV Agreement, the Montrovest Debt Documents, any Additional Subordinated Debt Documents or Governing Documents.

Prepayments and Amendments. Each Loan Party will not: (a) prepayMake any payments (whether voluntary or mandatory, redeemor a prepayment, defeaseredemption, purchase retirement, defeasance or acquisition) with respect to any Specified Indebtedness, except (a) regularly scheduled payments of principal, interest and fees, but only to the extent not otherwise acquire prohibited under any Indebtedness of any Loan Party subordination agreement or make, directly or indirectly, any optional or voluntary payment in respect of any intercreditor agreement relating to such Indebtedness, except for payments of: (i) the Obligations; (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vib) other Permitted any prepayment, redemption, retirement, defeasance or acquisition of Specified Indebtedness in cash, provided, that, as of the date of (together with any such payment under this clause (vi) accrued interest and after giving effect thereto, each of the Payment Conditions is satisfied (and premiums thereon); provided that in the case of any Subordinated Indebtednessclause (b), (i) no Event of Default exists immediately prior to or would result directly or indirectly from the prepayment of such Indebtedness and (ii) Excess Availability immediately after giving effect thereto and Average Excess Availability for the most recently ended fiscal month after giving pro forma effect to thereto, in any event only to each case, is not less than the extent permitted under the terms of the subordination thereof);Restricted Payment Excess Availability Threshold. (b) directly or indirectly, amendAmend, modify, or otherwise change any of its Governing Documents as in effect on the terms or provisions of: Closing Date in any material respect, except for (i) changes required by or reasonably related to any agreement, instrument, document or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness transaction permitted under clauses (c), (e) Section 6.3 or 6.5 and (f) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) the Governing Documents of any Loan Party if the effect thereof, either individually or in the aggregate, could reasonably be expected to be changes that are not materially adverse to the interests of Lenderthe Lenders in their capacity as such. (c) Amend, supplement or otherwise modify any Subordinated Indebtedness Documents, if such modification (i) increases the principal balance of such Indebtedness, or increases any required payment of principal or interest; (ii) accelerates the date on which any installment of principal or any interest is due, or adds any additional redemption, put or prepayment provisions; (iii) shortens the final maturity date or otherwise accelerates amortization; (iv) increases the interest rate; (v) increases or adds any fees or charges;

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1. (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party or make, directly or indirectly, any optional or voluntary payment in respect Subsidiary of any such IndebtednessLoan Party, except for payments of: other than (iA) the Obligations; Obligations in accordance with this Agreement, (iiB) obligations under Hedge Agreements; Permitted Intercompany Advances owing to a Loan Party, (iiiC) secured Indebtedness of a Subsidiary of Parent that becomes due as is not a result of the voluntary sale or transfer of the assets securing such Indebtedness Loan Party but solely to the extent such sale prepaid, redeemed, defeased, purchased or transfer acquired by a Subsidiary of Parent that is not a Loan Party and (D) the Indebtedness permitted hereunder; by clauses (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause c), (g), (h), (i), (j), (k), (l), (m), (p) and (x) of the definition thereofof Permitted Indebtedness; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any both before and immediately after giving effect to each such payment under prepayment, redemption, defeasance, purchase or acquisition pursuant to this clause (viD), (1) no Event of Default shall have occurred and after giving effect theretobe continuing, each of the Payment Conditions is satisfied (and 2) in the case of any Subordinated Indebtedness permitted by clause (m) or (p) of the definition of Permitted Indebtedness, Borrowers shall have Excess Availability of not less than $40,000,000, and (3) in the case of Indebtedness permitted by clause (c), (g) or (x) of the definition of Permitted Indebtedness, no Specified Availability Period shall exist, (ii) make any event only payment on account of Indebtedness that has been contractually subordinated in right of payment to the extent Obligations if such payment is not permitted at such time under the subordination terms of the subordination thereof);and conditions, or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge AgreementsPermitted Intercompany Advances, (C) Indebtedness permitted under clauses (c), (eg), (h), (i), (j), (k), (l) and (fx) of the definition of Permitted Indebtedness, Indebtedness and (D) Subordinated Indebtedness permitted under clause (p) of the definition of Permitted Indebtedness except and to the extent permitted under the subordination agreement with respect theretothat such amendment, modification or change pursuant to this clause (ED) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify would violate the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or Intercreditor Agreement, (ii) Reserved; (iii) the Governing Documents of any Loan Party or any of its Domestic Subsidiaries or first-tier Foreign Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party will not:, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1 or with Qualified Equity Interests, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party or makeits Subsidiaries, directly other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) the 2023 Senior Notes or indirectlythe 2026 Senior Notes, any optional so long as (1) such payment is made solely with Pass-Through Proceeds or voluntary Excluded Equity Proceeds, (2) at the time such payment on the 2023 Senior Notes or the 2026 Senior Notes, as applicable, is made and immediately after giving effect thereto, no Event of Default exists, (3) the Administrative Borrower shall have given Agent prior written notice of such payment, and (4) on the date on which such payment is made, the Administrative Borrower shall have provided Agent with a certificate of a Responsible Officer regarding such payment in respect of any which such Indebtedness, except for payments of: Responsible Officer (iaa) certifies that the Obligationsconditions precedent to such payment set forth in the foregoing clauses (1) through (3) have been satisfied; (iibb) obligations under Hedge Agreements; demonstrates to Agent’s satisfaction that the proceeds used to make such payment constituted either (iiix) secured Indebtedness Pass-Through Proceeds (including by demonstrating that becomes due as a result of such proceeds satisfy the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of conditions set forth in the definition thereofof “Pass-Through Proceeds”) or (y) demonstrates to Agent’s satisfaction that the proceeds used to make such payment constituted Excluded Equity Proceeds (including by demonstrating that such proceeds satisfy the conditions set forth in the definition of “Excluded Equity Proceeds”); and (vicc) other Permitted Indebtedness in cashattaches thereto a Pass-Through Proceeds Accounting or Excluded Equity Accounting, provided, that, as applicable (all of which shall be prepared as of the date of any on which such payment under this clause (vi) is to be made and after giving effect thereto), each with respect to all proceeds used to make such payment; (E) Indebtedness in respect of any LC Facility, or (EF) any Indebtedness so long as the Payment Conditions is satisfied are satisfied, or (and ii) make any payment on account of Indebtedness that has been contractually subordinated in the case right of any Subordinated Indebtedness, in any event only payment to the extent Obligations if such payment is not permitted at such time under the subordination terms of the subordination thereof);and conditions, or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: : (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge AgreementsObligations, (C) Permitted Intercompany Advances, and (D) Indebtedness permitted under clauses (c), (eh), (j) and (fk) of the definition of “Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) the Governing Documents of any Loan Party ” if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1 and except with respect to any Indebtedness the prepayment of which is set forth on Exhibit 6.7(a), (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party or makeSubsidiary thereof, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (iA) the Obligations; Obligations in accordance with this Agreement, (iiB) obligations Permitted Intercompany Advances, (C) the Indebtedness under Hedge Agreements; the Indenture Documents so long as (iii1) secured Indebtedness that becomes due as a result of the voluntary sale aggregate amount expended for all such prepayments, redemptions, defeasances, purchases or transfer of the assets securing such Indebtedness other acquisitions does not exceed $50,000,000 (plus any additional amounts to the extent such sale solely funded with the identifiable proceeds of any issuance of Stock (other than Prohibited Preferred Stock) by, or transfer is permitted hereunder; capital contributions to, Parent on or after the Third Amendment Effective Date), (iv2) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) Excess Availability plus Qualified Cash during each of the definition thereof; 120 days immediately prior, and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any such payment under this clause (vi) and immediately after giving effect theretoto, each of the Payment Conditions is satisfied such prepayment, redemption, defeasance, purchase or other acquisition equals or exceeds $50,000,000 (and or $30,000,000 in the case of any Subordinated Indebtedness, in any event only additional amounts to the extent solely funded with the identifiable proceeds of any issuance of Stock (other than Prohibited Preferred Stock) by, or capital contributions to, Parent on or after the Third Amendment Effective Date), (3) no Default or Event of Default exists immediately prior to, or would arise immediately after giving effect to, such prepayment, redemption, defeasance, purchase or other acquisition and (4) on a pro forma basis after giving effect to such prepayment, redemption, defeasance, purchase or other acquisition, Parent and its Subsidiaries would have had a Fixed Charge Coverage Ratio of at least 1.1:1.0 for the four fiscal quarter period ended immediately prior to such prepayment, redemption, defeasance, purchase or other acquisition, (D) reductions of the Indebtedness arising under the Ares Guarantee and Reimbursement Agreement made in connection with the return and cancellation of letters of credit issued pursuant thereto (it being understood and agreed that such reduction is being made without the requirement of any cash payment by any Loan Party), and (E) Purchase Money Indebtedness in an aggregate principal amount not to exceed $10,000,000, (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, or (b) Except pursuant to a refinancing permitted under the terms of the subordination thereof); (b) Loan Documents, directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning governing Permitted Indebtedness (except to the extent expressly permitted by Section 6.7(b)(ii)) other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge AgreementsPermitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (eg), (i), (j) and (o) of the definition of Permitted Indebtedness, (ii) any Material Contract, any Indenture Document or any Acquisition Document, except to the extent that such amendment, modification or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders (it being understood and agreed that each of the following are not materially adverse to the interests of the Lenders: (x) ordinary course changes in the economic terms for Material Contracts with customers and (y) any increase in the principal amount of Indebtedness under the Indenture Documents to an amount not in excess of the cap set forth in clause (f) of the definition of Permitted Indebtedness), or (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party Parent or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: (i) the Obligations; (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under the terms of the subordination thereof); (b) directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document or other writing evidencing or concerning Permitted Indebtedness except than (A) the Obligations in accordance with this Agreement, (B) obligations Permitted Intercompany Advances, (C) Permitted Prepayments, (D) prepayments of Indebtedness with Stock of Parent (other than Prohibited Preferred Stock) and the making of cash payments in lieu of issuing fractional shares in connection therewith, (E) Permitted Conversions by Parent, (F) Permitted Redemptions by Parent, or (G) the Indebtedness evidenced by Permitted Bond Hedge Documents, or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under Hedge Agreementsthe applicable subordination terms and conditions, or (b) Directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) Indebtedness permitted under clauses the definition of Permitted Indebtedness (c), other than Indebtedness permitted under clause (eb) and or (fm) of the definition of Permitted Indebtedness); provided, however, that Parent or any of its Subsidiaries may directly or indirectly, amend, modify, alter, increase or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under (X) clause (b) of the definition of Permitted Indebtedness so long as (1) such amendment, modification, or change (x) could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, and (y) would not otherwise cause Borrower to breach any of the provisions of this Agreement, (D2) Subordinated Indebtedness to such amendment, modification, alteration, increase or change does not result in a shortening of the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion average weighted maturity of such Indebtedness (other than provided, however, that such amendment, modification, alteration, increase or change may result in a shortening of the average weighted maturity of the Indebtedness so refinanced, renewed, or extended so long as the maturity for all of the principal that is due in respect of such Indebtedness is a date that is at least 1 year after the Maturity Date), and (3) if the Indebtedness that is the subject of such amendment, modification, alteration, increase or change was subordinated in right of payment to the Obligations, then after giving effect to such amendment, modification, alteration, increase or change, the subordination terms and conditions of such Indebtedness must be at least as favorable to the Lender Group as those that were applicable to the Indebtedness prior to such amendment, modification, alteration, increase or change or (Y) clause (m) of the definition of Permitted Indebtedness so long as (1) such amendment, modification, or change would satisfy the restrictions set forth in the definition of Refinancing Indebtedness if, instead of being amended, modified, or changed the subject Indebtedness was being refinanced, renewed, or extended (without regard to whether such amendment, modification or change would actually constitute a refinancing, renewal or extension of such Indebtedness) and (2) so long as any of (x) the conditions set forth in clauses (m)(i) and (ii) of the definition of Permitted Indebtedness would be satisfied after giving effect to any such amendment as though such Indebtedness were being incurred on such date, (y) such amendments, modifications or changes with respect to the conversion features or settlement of such Indebtedness that are required to be made pursuant to payment thereofthe terms of any documents evidencing such Indebtedness or (z) or to reduce the interest rate or any fees in connection therewithsuch amendments, modifications, or changes, individually or in the aggregate, could not reasonably be expected to make be adverse to the terms thereof less restrictive or burdensome to such Loan Party; or interests of the Lenders, (ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders." (k) Section 6.9 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with Refinancing Indebtedness permitted by SECTION 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party Parent or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (i) the Obligations; Obligations in accordance with this Agreement, and (ii) obligations under Hedge Agreements; Permitted Intercompany Advances, (iiiii) secured make any payment on account of Indebtedness that becomes due as a result has been contractually subordinated in right of the voluntary sale or transfer of the assets securing such Indebtedness payment to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any Obligations if such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent not permitted at such time under the subordination terms of the subordination thereof);and conditions, or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except permitted under SECTION 6.1 other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge AgreementsPermitted Intercompany Advances, (C) Indebtedness permitted under clauses CLAUSES (cC), (eH), (J) and (fK) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted by the Intercreditor Agreement, Indebtedness under the subordination agreement with respect theretoSenior Secured Notes Documents, (E) any amendment to the Junior Notes Documents that is necessary solely to achieve a Refinancing Indebtedness of the Indebtedness under the Junior Notes Documents, or (EF) any other agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under SECTION 6.1 so long as the effect of such amendment, modification or change does not (i) increase the rate of interest or fees thereon or the principal amount outstanding thereunder, (ii) provide for an earlier maturity date or date of any scheduled payment of principal or shorten the average weighted maturity of or accelerate the amortization of, such Indebtedness, (iii) add any event of default or eliminate or shorten any grace period, or (iv) make any covenants materially more restrictive on any Loan Party, taken as a whole, or can reasonably be expected to be materially adverse to the interests of the Lenders, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the case aggregate, reasonably be expected to be materially adverse to the interests of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness Lenders; or (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party will not: (a) prepayPrepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party or makeNote Party, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (i) the DIP Obligations; (ii) obligations under Hedge Agreementsas required by the Confirmation Order; (iii) secured Indebtedness that becomes due Obligations (as a result of defined in the voluntary sale or transfer of New Credit Agreement) and the assets securing such Indebtedness to other Loan Documents (as defined in the extent such sale or transfer is permitted hereunderNew Credit Agreement) in accordance with the terms thereof; (iv) Indebtedness owing to another Loan PartyObligations in accordance with this Agreement; (v) Permitted in connection with a refinancing permitted by Section 5.01(i); (vi) prepayments of the Indebtedness under the New AMERCO Notes so long as no Event of Default has occurred and is continuing or would result therefrom, (1) from the Net Proceeds from the monetization or sale of the Excluded Assets or (2) in all other circumstances, so long as (A) the aggregate amount of such prepayments in any fiscal year, together with the aggregate amount of dividends paid in arrears in such fiscal year by the Borrowers pursuant to clause (gc) of Section 5.11, shall not, in the definition thereof; aggregate, exceed the ECF Carry Forward Amount, if any, then in existence, and (viB) other Permitted Indebtedness in cash, provided, that, as of on the date of any such payment prepayment Borrowers are in compliance with the Excess Availability Test; (vii) the scheduled payments of principal and interest due under this clause (vi) and after giving effect thereto, each the Synthetic Leases as such principal payments are set forth on Schedule 7.8 of the Payment Conditions is satisfied New Credit Agreement (and in the case of including any Subordinated Indebtednessrefinancings, in any event only to whole or in part, thereof); or (viii) other Indebtedness with the extent permitted under the terms consent of the subordination thereof);Required Lenders; or (b) Except in connection with a refinancing permitted by Section 5.01(i), directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of: (i) conditions of any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses Section 5.01. (c) Amend, modify or otherwise change its Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it with respect to any of its capital Stock (including any shareholders' agreement), (e) and (f) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination or enter into any new agreement with respect theretoto any of its capital Stock, or (E) in the case of any other Material Indebtedness, after prior written notice except as appropriate to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than accomplish a transaction permitted pursuant to payment thereofSection 5.03(a) or to reduce the interest rate or any fees in connection therewithSection 5.03(b), or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) amend, modify or otherwise change any Material Contract (other than a Material Contract, the Governing Documents amendment of which is governed by clause (b) above) except any Loan Party if the effect thereofsuch amendments, modifications or changes or any such new agreements or arrangements pursuant to this paragraph (c) that, either individually or in the aggregate, could not reasonably be expected to be materially adverse to the interests of Lenderhave a Material Adverse Change, or (iii) amend, modify or otherwise change any Affiliate Contract or any contract with SAC Holding, SSI, PMSR or PM Preferred except in compliance with Section 5.14 hereof.

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of Parent or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) Indebtedness issued pursuant to the Senior Floating Rate Notes Indenture in connection with the conversion of such Indebtedness to Stock of Parent (other than Prohibited Preferred Stock) so long as (x) such conversion is on terms and conditions reasonably satisfactory to Agent, (y) no Default or Event of Default shall have occurred and be continuing either before or after giving effect thereto, and (z) such conversion would not result in materially adverse tax consequences to Parent or any of its Subsidiaries, and (D) optional prepayments or redemptions by a non-Loan Party or make, directly or indirectly, any optional or voluntary payment in respect to a Loan Party of any such Indebtedness, except for payments of: (i) the Obligations; intercompany loans made by a Loan Party to a non-Loan Party, (ii) obligations under Hedge Agreements; (iii) secured make any payment on account of Indebtedness that becomes due as a result has been contractually subordinated in right of payment if such payment is not permitted at such time under the voluntary sale or transfer subordination terms and conditions, other than Indebtedness issued pursuant to the Senior Subordinated Notes Indenture in connection with the conversion of the assets securing such Indebtedness to the extent such sale Stock of Parent (other than Prohibited Preferred Stock) so long as (A) no Default or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) Event of the definition thereof; Default shall have occurred and be continuing either before or after giving effect thereto, and (viB) other Permitted Indebtedness in cash, provided, that, as Borrowers have Excess Availability of the date of any such payment under this clause (vi) not less than $15,000,000 both before and after giving effect thereto, each or (iii) make any payment on account of the Payment Conditions is satisfied (and in the case of Indebtedness owing to any Subordinated IndebtednessInactive Subsidiary, in any event only to the extent permitted under the terms of the subordination thereof);or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except permitted under Section 6.1 other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge AgreementsPermitted Intercompany Advances, (C) Indebtedness permitted under clauses (c), (ef), (h) and (fi) of the definition of Permitted Indebtedness, Indebtedness and (D) Subordinated Indebtedness permitted under clause (l) of the definition of Permitted Indebtedness in connection with Permitted Indenture Amendments, (ii) any Material Contract except (A) to the extent permitted under the subordination agreement with respect theretothat such amendment, modification, alteration, increase, or (E) change could not, individually or in the case aggregate, reasonably be expected to be materially adverse to the interests of any other Material Indebtednessthe Lenders or (B) amendments, after prior written notice modifications or changes to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees license agreements set forth on Schedule P-1 in connection therewith, or to make with Permitted Dispositions under clause (j) of the terms thereof less restrictive or burdensome to such Loan Party; or definition of Permitted Dispositions, (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, or (iv) the Recapitalization Support Agreement or the FRN Support Agreement if the effect thereof, either individually or in the aggregate, could reasonably (in the reasonable business judgment of Agent) be expected to be adverse to the interests of the Lenders in any material respect.

Prepayments and Amendments. Each Loan Party will not:, and will not permit any of its Subsidiaries to, (a) except in connection with Refinancing Indebtedness permitted by Section 6.1, optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment other than (i) the Obligations in accordance with this Agreement; (ii) payments in respect of any the ABL Indebtedness except to the extent prohibited by the terms of the Intercreditor Agreement; and (iii) Permitted Intercompany Advances; provided that the Loan Parties may optionally prepay or redeem Indebtedness, in an aggregate amount not to exceed the portion, if any, of the Available Amount that the Loan Parties elect to use to prepay or redeem such Indebtedness, except for payments ofsuch election to be specified in a written notice of an Authorized Person of the Administrative Borrower calculating in reasonable detail the amount of the Available Amount immediately prior to such election and the amount thereof to be so applied; provided, that each of the following conditions is satisfied: (i) the Obligations; no Event of Default has occurred or is continuing of would result therefrom, and (ii) obligations under Hedge Agreements; after giving pro forma effect to such payment or redemption, (iiix) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of Fixed Charge Coverage Ratio for the assets securing latest Measurement Period ending prior to such Indebtedness date shall be at least 1.10 to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; 1.00, and (viy) other Permitted Indebtedness in cashthe Total Net Leverage Ratio for the latest Measurement Period ending prior to such date shall be no greater than 3.00 to 1.00, provided, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under the terms of the subordination thereof);or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: : (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreementsthe ABL Documents to the extent not prohibited by the Intercreditor Agreement, (C) Permitted Intercompany Advances, and (D) Indebtedness permitted under clauses (c), (e) and (f) of the definition of “Permitted Indebtedness”, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party Borrower will not:, and will not permit any of its Subsidiaries to, (a) prepay, redeem, defease, purchase or otherwise acquire Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) make any Indebtedness of any Loan Party or make, directly or indirectly, any optional or voluntary payment payments in respect of any such Indebtednessthe Montrovest Debt other than, except for so long as no Default or Event of Default then exists or would (after taking into consideration the payment to be made) result therefrom and subject to the Montrovest Subordination Agreement, (x) regularly scheduled payments of: of interest in respect of the Montrovest Debt as and when due pursuant to the Montrovest Debt Documents (iy) the Obligations; principal payments of US$1,250,000 on or about July 20, 2018 and US$1,250,000 on or about July 20, 2019 pursuant to the Montrovest Debt 2017 and (z) the fee payment in an aggregate amount not to exceed $10,000 annually pursuant to the Montrovest Debt 2017. No other prepayment of, or payment of principal on, the Montrovest Debt may be made without the prior written consent of Agent in its sole discretion, unless the Restricted Payment Conditions are satisfied with respect to such prepayment or payment,; (ii) obligations make any payment on account of Indebtedness (other than as permitted under Hedge Agreements; paragraphparagraphs (a)(i) above as well as (a)(iv) and (a)(v) below) that has been contractually subordinated in right of payment to the Obligations if (A) such payment is not permitted at such time under the subordination terms and conditions applicable to such Indebtedness andor , (B) where applicable, the Restricted Payment Conditions have not been satisfied,; (iii) secured Indebtedness that becomes due as a result make any payment on account of the voluntary sale or transfer ▇▇▇▇▇▇▇ Subordinated Indebtedness other than payments in the amounts and on the due dates therefor set out in the ▇▇▇▇▇▇▇ Inventory Purchase Agreement provided that any such payment is permitted to be made at such time under the ▇▇▇▇▇▇▇ Subordination Agreement. (iv) make any payment on account of the assets securing such Indebtedness Mangrove Debt, except to the extent there is no Event of Default existing on such sale payment date, (A) any payment of fees or transfer is permitted hereunderinterest in an aggregate amount not to exceed $750,000 (the “Mangrove Payment Cap”) and (B) any payment of fees or interest in excess of the Mangrove Payment Cap, to the extent the Restricted Payment Conditions have been satisfied with respect to such payment; (iv) Indebtedness owing to another Loan Party; or (v) Permitted Indebtedness pursuant to clause (g) make any payment on account of the definition thereof; and (vi) other Permitted Indebtedness in cashSeller Notes, providedexcept, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under there is no Event of Default existing on such payment date, any payment of principal or interest when due and payable on the terms maturity date of the subordination thereof)applicable Seller Note; (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: , or, in the case of (b)(i) only, waive any of its material rights under: (i) the Term Loan Documents (except to the extent expressly permitted by the Intercreditor Agreement), the Management Agreement (except to the extent expressly permitted by the Management Subordination Agreement), the Quebec Subordinated Debt Documents, the ▇▇▇▇▇▇▇ Purchase Documents, the RM JV Agreement to the extent that, in the case of the RM JV Agreement, such amendment, modification or change would be reasonably expected to be adverse to the interests of the Lenders, the Montrovest Debt Documents (except to the extent expressly permitted by the Montrovest Subordination Agreement), or any Additional Subordinated Debt Documents or any other agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations that is contractually subordinated in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses (c), (e) and (f) right of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness payment to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan PartyObligations; or or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, and (c) make any payments in respect of the Term Loan Debt other than regularly scheduled interest payments pursuant to the terms of the Term Loan Agreement. Each Loan Party shall deliver to Agent complete and correct copies of any amendment, restatement, supplement or other modification to or waiver of the Management Agreement, the Quebec Subordinated Debt Documents, the ▇▇▇▇▇▇▇ Purchase Documents, the RM JV Agreement, the Montrovest Debt Documents, any Additional Subordinated Debt Documents or Governing Documents.

Prepayments and Amendments. Each Loan Party will not:, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (iA) the Obligations in accordance with this Agreement, (B) Hedge Obligations; , (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (vC) Permitted Indebtedness pursuant to clause Intercompany Advances, or (g) of the definition thereof; and (viD) other Permitted Indebtedness so long as (1) such prepayments or redemptions do not exceed up to $50,000,000 in cash, provided, that, as the aggregate in any fiscal year of the date of any such payment under this clause (vi) Loan Parties and on and after giving effect theretoto any such prepayment or redemption, each no Default or Event of Default exists or has occurred and is continuing and (2) for such prepayments or redemption in excess of $50,000,000 in any fiscal year so long as on and after giving effect to any such prepayment or redemption, the Payment Conditions is satisfied are satisfied, or (and ii) make any payment on account of Indebtedness that has been contractually subordinated in the case right of any Subordinated Indebtedness, in any event only payment to the extent Obligations unless such payment is permitted at such time under the subordination terms of the subordination thereof);and conditions, or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: : (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness that has been contractually subordinated in right of payment to the Obligations except as permitted under the subordination terms and conditions, (ii) [Reserved]; (iii) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness that is secured by a Lien on Collateral and has been contractually subordinated in right of security to Agent’s Lien on the Collateral except as permitted by the terms of any intercreditor agreement between Agent and the holder of such Lien, (iv) any mortgage, agreement, instrument, document, indenture, or other writing evidencing or concerning any Permitted Mortgage Loan Financing that would have the effect, directly or indirectly, of (A) increasing the Obligations sum of the then outstanding aggregate principal amount of such Indebtedness in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness excess of the amount permitted under clauses clause (c), (e) and (fa) of the definition of Permitted IndebtednessMortgage Loan Financing, (B) adding or modifying any restriction on payment or prepayment of the Obligations, (C) adding or modifying any payment or prepayment provision with respect to such Indebtedness that would cause such Indebtedness to no longer satisfy the requirements of Permitted Mortgage Loan Financing, (D) Subordinated Indebtedness adding any restriction on amendments, waivers or other modifications to this Agreement or the extent permitted under the subordination agreement with respect thereto, other Loan Documents or (E) in contravene the case provisions of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate this Agreement or any fees in connection therewithof the other Loan Documents, or to make the terms thereof less restrictive or burdensome to such Loan Party; or and (iiv) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party will not: (a) prepayPrepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party or makeParty, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (i) the DIP Obligations; (ii) obligations under Hedge Agreementsas required by the Confirmation Order; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunderObligations in accordance with this Agreement; (iv) Indebtedness owing to another Loan Partyin connection with a refinancing permitted by Section 7.1(h); (v) (1) Permitted prepayments of the Indebtedness under the New AMERCO Notes, from the proceeds from the monetization or sale of the Excluded Assets, or (2) so long as no Event of Default Exists, other prepayments of Indebtedness under the Term Loan B Notes or the New AMERCO Notes so long as (A) the aggregate amount of such prepayments in any fiscal year, together with the aggregate amount of prepayments in such fiscal year by Borrowers pursuant to clause (g3) of Section 7.8(a)(vi) plus the definition thereofaggregate amount of dividends paid in arrears in such fiscal year by Borrowers pursuant to clause (c) of Section 7.11, shall not, in the aggregate, exceed the ECF Carry Forward Amount, if any, then in existence, and (B) on the date of such prepayment Borrowers are in compliance with the Excess Availability Test; and (vi) (1) prepayments of the Indebtedness under the Synthetic Leases with insurance proceeds or condemnation proceeds received by a Loan Party in connection with any loss or condemnation of the Synthetic Lease Collateral, (2) prepayments of the Indebtedness under the Synthetic Leases upon the sale of any parcel of the Real Property subject to the Synthetic Leases pursuant to an arms-length sale to a bona fide purchaser that is not an Affiliate of Parent (whether or not an Affiliate leases back or retains the right to manage, occupy or conduct business at the affected Synthetic Lease Property), up to the amount of the net sale proceeds, or (3) so long as no Event of Default exists, any other Permitted prepayments of principal Indebtedness required pursuant to the provisions of the Synthetic Leases, so long as (I) the aggregate amount of such prepayments in cashany fiscal year, providedtogether with the aggregate amount of prepayments in such fiscal year by Borrowers pursuant to clause (2) of Section 7.8(a)(v) plus the aggregate amount of dividends paid in arrears in such fiscal year by Borrowers pursuant to clause (c) of Section 7.11, thatshall not, as of in the aggregate, exceed the ECF Carry Forward Amount, if any, then in existence, and (II) on the date of such prepayment Borrowers are in compliance with the Excess Availability Test, (vii) in addition to the principal payments under the Synthetic Leases to be made on the Effective Date as contemplated by the Reorganization Plan, the actual scheduled payments of principal and interest due under the Synthetic Leases, estimates of which are set forth on Schedule 7.8(a) (including any such payment under this clause refinancings, in whole or in part, thereof), or (viviii) and after giving effect thereto, each other Indebtedness with the consent of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under the terms of the subordination thereof);Required Lenders. (b) Except in connection with a refinancing permitted by Section 7.1(h), directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of: (i) conditions of any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses Section 7.1 (excluding any amendment to the Term Loan B Note Indenture that must be made pursuant to Section 9.07 thereof). (c) Amend, modify or otherwise change its Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it with respect to any of its capital Stock (including any shareholders' agreement), (e) and (f) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination or enter into any new agreement with respect theretoto any of its capital Stock, or (E) in the case of any other Material Indebtedness, after prior written notice except as appropriate to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than accomplish a transaction permitted pursuant to payment thereofSection 7.3(a) or to reduce the interest rate or any fees in connection therewithSection 7.3(b), or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) amend, modify or otherwise change any Material Contract (other than a Material Contract the Governing Documents amendment of which is governed by clause (b) above) except any Loan Party if the effect thereofsuch amendments, modifications or changes or any such new agreements or arrangements pursuant to this paragraph (c) that, either individually or in the aggregate, could not reasonably be expected to be materially adverse to the interests of Lenderhave a Material Adverse Change, or (iii) amend, modify or otherwise change any Affiliate Contract or any contract with SAC Holding, SSI, PMSR or PM Preferred except in compliance with Section 7.14 hereof.

Prepayments and Amendments. Each Loan Party will not:Except in connection with Refinancing Indebtedness permitted by Section 6.1, (a) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of Parent, Borrower, or Borrower's Subsidiaries, other than the Obligations in accordance with this Agreement; provided, however, that so long as no Default or Event of Default has occurred and is continuing or would result therefrom, (i) Parent may prepay the Indebtedness described in Section 6.1(i) with the Net Cash Proceeds of the Permitted Parent Indebtedness that is incurred on or before December 31, 2005, or a Parent Rights Offering, and (ii) Parent may prepay the Second Lien Indebtedness with the Net Cash Proceeds of the Permitted Parent Indebtedness that is incurred on or before December 31, 2005, (b) make any Loan Party or make, directly or indirectly, any optional or voluntary mandatory payment in respect (if any) on account of any such Indebtedness, except for payments of: (i) the Obligations; (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Second Lien Indebtedness to the extent such sale or transfer is permitted hereunder; prohibited under the Intercreditor Agreement, (ivii) the Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of evidenced by the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only Notes to the extent permitted prohibited under the terms of the Subordinated Notes, or (iii) any other Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the applicable subordination thereof);terms and conditions, or (bc) directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of: conditions (i) the Second Lien Loan Documents (to the extent that such amendment, modification, alteration, increase or change is prohibited under the Intercreditor Agreement), or (ii) any other agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses Sections 6.1(b), (c), (e) and g), or (f) h); provided, however, that Parent, Borrower, or any of Borrower's Subsidiaries may directly or indirectly amend, modify, alter, increase, or change any of the definition terms of Permitted conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 6.1(b), (c), or (h) so long as (A) such amendment, modification, alteration, increase or change does not result in an increase in the principal amount of such Indebtedness, (B) after giving effect to such proposed amendment, modification, alteration, increase or change, the interest rate with respect to such Indebtedness is consistent with market terms then existing, (C) such amendment, modification, alteration, increase or change does not result in a shortening of the average weighted maturity of such Indebtedness (provided, however, that such amendment, modification, alteration, increase or change may result in a shortening of the average weighted maturity of the Indebtedness so refinanced, renewed, or extended so long as the maturity for all of the principal that is due in respect of such Indebtedness is a date that is at least 1 year after the Maturity Date), (D) Subordinated if the Indebtedness that is the subject of such amendment, modification, alteration, increase or change was subordinated in right of payment to the extent permitted under Obligations, then after giving effect to such amendment, modification, alteration, increase or change, the subordination agreement with respect theretoterms and conditions of such Indebtedness must be at least as favorable to the Lender Group as those that were applicable to the Indebtedness prior to such amendment, modification, alteration, increase or change, and (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify Indebtedness that is the terms thereof to forgive or cancel any portion subject of such Indebtedness (amendment, modification, alteration, increase or change is not recourse to any Person that is liable on account of the Obligations other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) the Governing Documents of any Loan Party if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse those Persons which were obligated with respect to the interests Indebtedness that is subject of Lendersuch amendment, modification, alteration, increase or change.

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with Earn-outs, Permitted Senior Unsecured Debt Refinancings and Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party Parent or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (iA) the Obligations; Obligations in accordance with this Agreement and (B) Permitted Intercompany Advances, or (ii) obligations under Hedge Agreements; (iii) secured make any payment on account of Indebtedness that becomes due as a result has been contractually subordinated in right of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any payment if such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent not permitted at such time under the subordination terms of the subordination thereof);and conditions. (b) Except with respect to Earn-outs and the Obligations, directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) of any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (Aother than (x) the Obligations in accordance with this Agreement, Permitted Intercompany Advances and (B) obligations under Hedge Agreements, (Cy) Indebtedness permitted under clauses (c), (e), (f), (h), (i), (j), (k), (l), (m), (r) and (fs) of the definition of Permitted Indebtedness) if (1) such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Permitted Indebtedness, (2) would increase the interest rate applicable to such Permitted Indebtedness, (3) would change the subordination provision, if any, of such Permitted Indebtedness, or (4) would otherwise be adverse to the Lenders or the issuer of such Permitted Indebtedness in any material respect; provided that, notwithstanding the foregoing, the Senior Unsecured Debt Documents shall not amended, modified or supplemented to (A) increase the maximum principal amount of the Senior Unsecured Debt; provided that, the maximum principal amount of the Senior Unsecured Debt may be increased so long as (1) after giving effect to such increase the aggregate principal amount of the Senior Unsecured Debt outstanding does not exceed $700,000,000 at any time and (2) TTM EBITDA for the most recently ended fiscal month for which Agent has received a monthly report pursuant to Schedule 5.1 prior to such increase is equal to or greater than $105,000,000, (B) increase the rate of interest on any of the Senior Unsecured Debt, (C) change the dates upon which payments of principal or interest on the Senior Unsecured Debt are due, (D) Subordinated Indebtedness change or add any event of default or any covenant with respect to the Senior Unsecured Debt, (E) change any redemption or prepayment provisions of the Senior Unsecured Debt, (F) alter the subordination provisions with respect to the Senior Unsecured Debt, including, without limitation, subordinating the Senior Unsecured Debt to any other indebtedness, (G) take any liens or security interests in any assets of any Loan Party, or (H) change or amend any other term of the Senior Unsecured Debt Documents if such change or amendment would result in an Event of Default, increase the obligations of any Loan Party or confer additional material rights on any holder of the Senior Unsecured Debt in a manner adverse to any Loan Party, Agent or any Lenders. (c) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any Material Contract except to the extent permitted under that the subordination agreement with respect theretoeffect thereof, either individually or (E) in the case of any other aggregate, could not reasonably be expected to result in a Material IndebtednessAdverse Change, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party Borrower will not:, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party Parent or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (iA) the Obligations; Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances and (C) prepayments of the Term Loan Debt so long as (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (y) Excess Availability at all times during the 30 day period ending on the date of such prepayment is at least equal to the sum of the amount of such prepayment and $15,000,000, and (z) after giving effect to such prepayment, Excess Availability is at least equal to $15,000,000, or (ii) obligations under Hedge Agreements; (iii) secured make any payment on account of Indebtedness that becomes due as a result has been contractually subordinated in right of the voluntary sale or transfer of the assets securing such Indebtedness payment to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any Obligations if such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent not permitted at such time under the subordination terms of the subordination thereof);and conditions, or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge AgreementsPermitted Intercompany Advances, (C) Indebtedness permitted under clauses (c), (eh), (j) and (fk) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness permitted under clause (r) of the definition of Permitted Indebtedness to the extent permitted under the applicable subordination agreement with respect theretoterms and conditions, or (E) the Term Loan Debt to the extent permitted under the Intercreditor Agreement and (F) any other Indebtedness permitted under the definition of Permitted Indebtedness so long as the the effect thereof, either individually or in the case aggregate, could not reasonably be expected to be materially adverse to the interests of any other Material Indebtednessthe Lenders or Loan Parties, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or or (ii) the Governing Documents of any Loan Party if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party will not: (a) prepayExcept in connection with a refinancing permitted by Section 7.1(e), the Obligors shall not prepay (except for mandatory prepayments required by Section 2.03(c)(i) of the Bank Group Agreement, if no Event of Default has occurred and is continuing, or would result from such prepayment, and if the Minimum Availability Condition, to the extent applicable, is satisfied after giving effect thereto, and except for mandatory prepayments required by Section 2.03(c)(ii) and (iii) of the Bank Group Agreement, if no Event of Default has occurred and is continuing, or would result from such prepayment, and if the Alternative Minimum Availability Condition is satisfied after giving effect thereto), redeem, retire, defease, purchase purchase, or otherwise acquire any Indebtedness of owing to any Loan Party or makethird Person, directly or indirectly, any optional or voluntary payment other than in respect of any such Indebtedness, except for payments of: (i) the Obligations; (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness Obligations in cash, provided, that, as of the date of any such payment under accordance with this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under the terms of the subordination thereof);Agreement. (b) The Obligors shall not, directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of: (i) conditions of any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses Sections 7.1(b), (c), (d), (e) and or (f), except that (i) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent Obligors may enter into amendments that would be permitted if effected by a refinancing permitted under the subordination agreement with respect theretoSection 7.1(f), or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or and (ii) with respect to the Governing Documents of any Loan Party if Bank Group Financing Documents, the effect thereofObligors may enter into amendments, either modifications, extensions, renewals, restatements, alterations, supplements, or changes thereof that do not, individually or in the aggregate, could reasonably be expected (A) increase the rate of interest on obligations thereunder or increase fees payable with respect thereto, (B) change the dates upon which payments of principal or interest are due other than to be extend such dates, (C) change any events constituting a Bank Group Event of Default (or any events that, with the giving of notice or the passage of time, or both, would give rise to a Bank Group Event of Default) other than to delete or make less restrictive any default provision therein, (D) add any covenants with respect thereto, (E) change any redemption or prepayment provisions thereof other than to extend the dates therefor or reduce the premiums payable in connection therewith, (F) add any collateral or security for the obligations of the Obligors thereunder, or (G) change or amend any other term if such change or amendment would materially increase the obligations of any Obligor with respect thereto or confer additional material rights to the Bank Group in a manner adverse to any Obligor or the interests of LenderFoothill Group.

Prepayments and Amendments. Each Loan Note Party will not:, and will not permit any of its Subsidiaries to, (aA) except in connection with Refinancing Indebtedness permitted by Section 3.21, optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Note Party or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment other than: (i) the Obligations in accordance with this Indenture, (ii) payments in respect of any the ABL Indebtedness except to the extent prohibited by the terms of the Intercreditor Agreement; and (iii) Permitted Intercompany Advances; provided that the Note Parties may optionally prepay or redeem Indebtedness, in an aggregate amount not to exceed the portion, if any, of the Available Amount that Note Parties elect to use to prepay or redeem such Indebtedness, except for payments ofsuch election to be specified in a written notice of an Officer of the Company calculating in reasonable detail the amount of the Available Amount immediately prior to such election and the amount thereof to be so applied; provided, that each of the following conditions is satisfied: (i) the Obligations; no Event of Default has occurred or is continuing of would result therefrom, and (ii) obligations under Hedge Agreements; after giving pro forma effect to such payment or redemption, (iiix) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of Fixed Charge Coverage Ratio for the assets securing latest Measurement Period ending prior to such Indebtedness date shall be at least 1.10 to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; 1.00, and (viy) other Permitted Indebtedness in cash, provided, that, as of the Total Net Leverage Ratio for the latest Measurement Period ending prior to such date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only shall be no greater than 3.00 to the extent permitted under the terms of the subordination thereof);1.00; or (bB) directly or indirectly, amend, modify, or change any of the terms or provisions of: : (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except other than (Aa) the Obligations in accordance with this Indenture, (b) the ABL Documents to the extent not prohibited by the Intercreditor Agreement, (Bc) obligations under Hedge AgreementsPermitted Intercompany Advances, and (Cd) Indebtedness permitted under clauses (c3), (e5) and (f6) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or or (ii) the Governing Documents of any Loan Note Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Holders.

Prepayments and Amendments. Each Loan Party Borrower will not:, and will not permit any of its Subsidiaries to, (a) do any of the following: (i) except in connection with Refinancing Indebtedness permitted by Section 6.1, optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness (other than the Term Loan Debt or ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, each of any Loan Party or make, directly or indirectly, any optional or voluntary payment which shall be subject to the restrictions in respect of any such Indebtedness, except for payments of: (i) the Obligations; clause (ii) obligations under Hedge Agreementsbelow) of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement and (B) Permitted Intercompany Advances, (ii) optionally prepay, redeem, defease, purchase, or otherwise acquire, any Term Loan Debt, 2016 Bond Debt or Bond Debt or make any mandatory prepayment redemption, defeasance purchase or acquisition of any Term Loan Debt or ▇▇▇▇ ▇▇▇▇ ▇▇▇▇; (iii) secured Indebtedness provided, that becomes due as a result Borrower may make optional and mandatory prepayments of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Term Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness Debt in cash, provided, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under accordance with the terms of the subordination Term Loan Agreement, as in effect on the Seventh Amendment Effective Date (without giving effect to any amendment or waiver of the terms thereof);, or (iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, or (b) directly or indirectly, amend, modify, or change any of the terms or provisions of: : (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge AgreementsPermitted Intercompany Advances, (C) Indebtedness permitted under clauses (c), (eh), (j) and (fk) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness the 2016 Bond Documents only to the extent permitted under the subordination agreement with respect theretoby clause (iv) below, or and (E) in the case of any other Material Indebtedness, after prior written notice Term Loan Documents only to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness extent permitted by clause (other than pursuant to payment thereofiii) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or below, (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, (iii) any Term Loan Document if any such amendment, modification or change shall, without the prior written consent of Agent (which it shall be authorized to provide based upon an affirmative vote of the Required Lenders) (except with respect to any Conforming Amendment (as defined in the Pari Passu Intercreditor Agreement); provided that any Conforming Amendment shall maintain an equivalent proportionate difference between dollar amounts or ratio, as the case may be, in the relevant provision in the Term Loan Documents and those in the corresponding covenant in the Loan Documents, to the extent that such difference exists between the Term Loan Agreement and this Agreement on the date hereof): (A) contravene the provisions of the Pari Passu Intercreditor Agreement; (B) change any financial covenant in a manner adverse to Loan Parties thereunder (it being understood that any waiver of any default or Event of Default under the Term Loan Documents arising from the failure to comply with any financial covenant, in and of itself, shall not be deemed to be adverse to Loan Parties); (C) change any default or Event of Default thereunder in a manner adverse to Loan Parties thereunder (it being understood that any waiver of any such default or Event of Default, in and of itself, shall not be deemed to be adverse to Loan Parties); or (D) increase the non-monetary obligations of the Loan Parties thereunder or confer any additional rights on the holders of the Term Loan Debt that would be adverse to the Lenders; (iv) any 2016 Bond Document if any such amendment, modification or change shall be prohibited by, or not permitted under the terms of, the Second Lien Intercreditor Agreement. (d) Section 6.10(e) of the Credit Agreement is hereby amended and restated in its entirety as follows: (e) [Intentionally Omitted].

Prepayments and Amendments. Each Loan Party will not:, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (iA) the Obligations in accordance with this Agreement, (B) Hedge Obligations; , (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (vC) Permitted Indebtedness pursuant to clause Intercompany Advances, or (g) of the definition thereof; and (viD) other Permitted Indebtedness so long as (1) such prepayments or redemptions do not exceed up to $5,000,000 in cash, provided, that, as the aggregate in any fiscal year of the date of any such payment under this clause (vi) Loan Parties and on and after giving effect theretoto any such prepayment or redemption, each no Default or Event of Default exists or has occurred and is continuing and (2) for such prepayments or redemption in excess of $5,000,000 in any fiscal year so long as on and after giving effect to any such prepayment or redemption, the Payment Conditions is satisfied are satisfied, or (and ii) make any payment on account of Indebtedness that has been contractually subordinated in the case right of any Subordinated Indebtedness, in any event only payment to the extent Obligations if such payment is not permitted at such time under the subordination terms of and conditions, unless before and after giving effect to such payment, the subordination thereof);Payment Conditions have been satisfied or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: : (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (A) that has been contractually subordinated in right of payment to the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent other than as permitted under the subordination agreement with respect theretoterms and conditions, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise optionally acquire any Indebtedness of any Loan Party or makeits Subsidiaries, directly or indirectlyother than (A) the Obligations in accordance with this Agreement, any optional or voluntary payment in respect of any such (B) the Senior Term Loan Indebtedness, except for so long as (x) no Event of Default has occurred and is continuing or would result therefrom, and (y) Borrowers have Excess Availability of at least $25,000,000 immediately after giving effect to such prepayment, (C) Capital Leases, (D) Permitted Intercompany Advances, (E) prepayments of Indebtedness (other than Subordinated Indebtedness) in an aggregate amount not to exceed $250,000 during the term of this Agreement, and (F) payments of: (i) of principal of the Obligations; Subordinated Canadian Holdco Note and the Subordinated CBCL Note solely in amounts necessary to permit the payment of all Canadian withholding taxes due and payable with respect to such notes, (ii) obligations under Hedge Agreements; (iii) secured make any payment on account of Indebtedness that becomes due as a result has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions; provided, that any payment on account of the voluntary sale or transfer of the assets securing Subordinated Indebtedness may be made if such Indebtedness to the extent such sale or transfer payment is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any at such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted time under the terms of the subordination thereof);Subordination Agreement, or (b) Except in connection with Refinancing Indebtedness permitted by Section 6.1, directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except permitted under Section 6.1 other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge AgreementsPermitted Intercompany Advances, (C) Indebtedness permitted under clauses (c), (eh), (j) and (fk) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under Senior Term Loan Documents, except as otherwise prohibited by the subordination agreement with respect theretoterms of the Intercreditor Agreement, or and (E) in the case of any other Material IndebtednessSubordinated Loan Documents, after prior written notice to Lender, to amend or modify except as otherwise prohibited by the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or Subordination Agreement, (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, or (iii) the Acquisition Agreement, without prior written consent of Agent and the Required Lenders, if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. Each Loan Party will not:Except in connection with Refinancing Indebtedness permitted by Section 6.1, (a) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of Parent, Borrower, or Borrower’s Subsidiaries, other than the Obligations in accordance with this Agreement; provided, however, that so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Parent may prepay the Indebtedness described in Section 6.1(h) with the Net Cash Proceeds of the Permitted Parent Indebtedness that is incurred on or before December 31, 2005, or a Parent Rights Offering, (b) make any Loan Party or make, directly or indirectly, any optional or voluntary mandatory payment in respect (if any) on account of any such Indebtedness, except for payments of: (i) the Obligations; First Lien Obligations to the extent prohibited under the Intercreditor Agreement, (ii) obligations under Hedge Agreements; (iii) secured the Indebtedness that becomes due as a result of evidenced by the voluntary sale or transfer of the assets securing such Indebtedness Subordinated Notes to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted prohibited under the terms of the Subordinated Notes or (iii) any Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the applicable subordination thereof);terms and conditions, or (bc) directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of: (i) conditions of any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses Sections 6.1(b), (c), (eg), or (h); provided, however, that (i) nothing in this Section 6.7(c) shall prohibit the amendment or modification of any of the Bank Credit Documents (to the extent such amendment, modification, alteration, increase or change is not prohibited under the Intercreditor Agreement), and (fii) Parent, Borrower, or any of Borrower’s Subsidiaries may directly or indirectly amend, modify, alter, increase, or change any of the definition terms of Permitted conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 6.1(b), (c), or (h) so long as (A) such amendment, modification, alteration, increase or change does not result in an increase in the principal amount of such Indebtedness, (B) after giving effect to such proposed amendment, modification, alteration, increase or change, the interest rate with respect to such Indebtedness is consistent with market terms then existing, (C) such amendment, modification, alteration, increase or change does not result in a shortening of the average weighted maturity of such Indebtedness (provided, however, that such amendment, modification, alteration, increase or change may result in a shortening of the average weighted maturity of the Indebtedness so refinanced, renewed, or extended so long as the maturity for all of the principal that is due in respect of such Indebtedness is a date that is at least 1 year after the Maturity Date), (D) Subordinated if the Indebtedness that is the subject of such amendment, modification, alteration, increase or change was subordinated in right of payment to the extent permitted under Obligations, then after giving effect to such amendment, modification, alteration, increase or change, the subordination agreement with respect theretoterms and conditions of such Indebtedness must be at least as favorable to Lenders as those that were applicable to the Indebtedness prior to such amendment, modification, alteration, increase or change, and (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify Indebtedness that is the terms thereof to forgive or cancel any portion subject of such Indebtedness (amendment, modification, alteration, increase or change is not recourse to any Person that is liable on account of the Obligations other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) the Governing Documents of any Loan Party if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse those Persons which were obligated with respect to the interests Indebtedness that is subject of Lendersuch amendment, modification, alteration, increase or change.

Prepayments and Amendments. Each Loan Party Borrower will not:, and will not permit any of its Subsidiaries to, (a) do any of the following: (i) except in connection with Refinancing Indebtedness permitted by Section 6.1, prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Prepetition Obligations or Reinstated Prepetition Obligations, (B) the Obligations in accordance with this Agreement, (C) Permitted Intercompany Advances, and (D) the DIP Term Loan Debt, provided that Borrower will not prepay, redeem, defease, purchase or otherwise acquire any Indebtedness of any DIP Term Loan Party or make, directly or indirectly, any optional or voluntary Debt until the payment in respect full of any such Indebtednessthe Prepetition Obligations, except for payments of: (i) the Reinstated Prepetition Obligations and the Obligations; , and termination of all of the Commitments, or (ii) obligations under Hedge Agreements; (iii) secured make any payment on account of Indebtedness that becomes due as a result has been contractually subordinated in right of the voluntary sale or transfer of the assets securing such Indebtedness payment to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any Obligations if such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent not permitted at such time under the subordination terms of the subordination thereof);and conditions, or (b) directly or indirectly, amend, modify, or change any of the terms or provisions of: : (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge AgreementsPermitted Intercompany Advances, (C) Indebtedness permitted under clauses (c), (eh), (j) and (fk) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness the 2016 Bond Documents only to the extent permitted under the subordination agreement with respect theretoby clause (iv) below, or and (E) in the case of any other Material Indebtedness, after prior written notice Term Loan Documents only to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness extent permitted by clause (other than pursuant to payment thereofiii) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or below, (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, (iii) any DIP Term Loan Document or Term Loan Document if any such amendment, modification or change shall, without the prior written consent of Agent (which it shall be authorized to provide based upon an affirmative vote of the Required Lenders) (except with respect to any Conforming Amendment (as defined in the Pari Passu Intercreditor Agreement); provided that any Conforming Amendment shall maintain an equivalent proportionate difference between dollar amounts or ratio, as the case may be, in the relevant provision in the DIP Term Loan Documents or Term Loan Documents and those in the corresponding covenant in the Loan Documents, to the extent that such difference exists between the DIP Term Loan Documents and Term Loan Agreement on the one hand and this Agreement on the other, on the date hereof): (A) contravene the provisions of the Pari Passu Intercreditor Agreement; (B) change any financial covenant in a manner adverse to Loan Parties thereunder (it being understood that any waiver of any default or Event of Default under the Term Loan Documents or DIP Term Loan Document arising from the failure to comply with any financial covenant, in and of itself, shall not be deemed to be adverse to Loan Parties); (C) change any default or Event of Default thereunder in a manner adverse to Loan Parties thereunder (it being understood that any waiver of any such default or Event of Default, in and of itself, shall not be deemed to be adverse to Loan Parties); or (D) increase the non-monetary obligations of the Loan Parties thereunder or confer any additional rights on the holders of the Term Loan Debt or DIP Term Loan Debt that would be adverse to the Lenders; (iv) any 2016 Bond Document if any such amendment, modification or change shall be prohibited by, or not permitted under the terms of, the Second Lien Intercreditor Agreement.

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with a refinancing permitted by Section 7.1(d) or in connection with a Permitted Bond Financing, prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party or makeBorrower, directly or indirectly, any optional or voluntary payment other than the Obligations in respect of any such Indebtedness, except for payments of: (i) the Obligations; (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any such payment under accordance with this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under the terms of the subordination thereof)Agreement; (b) Except in connection with a refinancing permitted by Section 7.1(d) or in connection with a Permitted Bond Financing, directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of: (i) conditions of any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except permitted under Sections 7.1(b) or (Ac); (c) Parent may make regularly scheduled payments of interest and principal on account of the IBD Note, provided, that if a Borrower is providing the funds to make such payments (i) there does not exist an Event of Default and there would not exist an Event of Default after giving effect to any such payment and (ii) the Borrowers have certified to Agent that they have, at all times tested, maintained Excess Availability for 30 days prior to the date of such payment and, on a pro forma basis, will maintain Excess Availability for the 60 days after the date of such payment of at least $2,000,000, after giving effect to such payment; (d) Prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrowers, other than the Obligations in accordance with this AgreementAgreement except Parent may (A)prepay Indebtedness in respect of the Parent Note Put Obligations, provided, that (i) there does not exist an Event of Default and there would not exist an Event of Default after giving effect to any such payment and (ii) the Borrowers have certified to Agent that they have, at all times tested, maintained Excess Availability for 30 days prior to the date of such payment and, on a pro forma basis, will maintain Excess Availability for the 60 days after the date of such payment of at least $4,500,000, after giving effect to such payment; and (B) obligations under Hedge Agreementsprepay Indebtedness in respect of the IBD Note, provided, that (Ci) there does not exist an Event of Default and there would not exist an Event of Default after giving effect to any such payment and (ii) the Borrowers have certified to Agent that they have, at all times tested, maintained Excess Availability for 30 days prior to the date of such payment and, on a pro forma basis, will maintain Excess Availability for the 60 days after the date of such payment of at least $4,500,000, after giving effect to such payment." (e) Amend, modify, alter, increase, or change (directly or indirectly) any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under clauses Sections 7.1(b), (c), (e) and (f) of the definition of Permitted Indebtednessg), (Dh), (i), (j), (k), (l), (m), (n), (o) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) the Governing Documents of any Loan Party if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderp)."

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with a refinancing permitted by Section 7.1(d), prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party or makeBorrower, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (i) the Obligations; Obligations in accordance with this Agreement and (ii) obligations under Hedge Agreements; the Ableco Loans, provided that (iiix) secured Indebtedness that becomes due as a result Borrowers shall not make any optional prepayments in respect of the voluntary sale or transfer Ableco Loans without the prior written consent of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; Agent, and (viy) other Permitted Indebtedness in cash, provided, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only if Borrowers shall be required to the extent permitted make a mandatory prepayment under the terms of the subordination thereofAbleco Loan Agreement, Borrowers shall first offer to make a permanent prepayment of the Obligations from the Net Cash Proceeds received in connection with the event giving rise to such mandatory prepayment until paid in full (provided that, in the case of amounts applied to prepay Advances, the Revolver Commitment shall be permanently reduced dollar-for-dollar by such amounts);, and if the Required Lenders waive all or any portion of such prepayment of the Obligations, any remaining Net Cash Proceeds shall be used to prepay the Ableco Loans, and (bi) Except in connection with a refinancing permitted by Section 7.1(d), directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of: (i) conditions of any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses Sections 7.1(b), (c), (e) and (f) of the definition of Permitted Indebtedness), (Dg) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect theretoor (i), or (Eii) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate Ableco Loan Agreement or any fees in connection therewithother document governing the Ableco Loans to the extent such amendment or modification is prohibited under the Ableco Intercreditor Agreement. (c) Amend, modify or to make the terms thereof less restrictive or burdensome to such Loan Party; or otherwise change (iii) the Governing Documents of any Loan Party if Borrower or Subsidiary Guarantor, including, without limitation, by the effect thereoffiling or modification of any certificate of designation, or (ii) any agreement or arrangement entered into by it with respect to any of its Stock (including any shareholders’ agreement), or enter into any new agreement with respect to the Stock of any Borrower or Subsidiary Guarantor, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to clause (ii) of this paragraph (c) that either individually or in the aggregate, could not reasonably be expected to be materially adverse to the interests of Lenderhave a Material Adverse Effect.

Prepayments and Amendments. Each No Loan Party will, and each Loan Party will not:not permit any of its Subsidiaries to, (a) do any of the following: (i) except in connection with Refinancing Indebtedness permitted by Section 6.01, optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness (including any principal, premium or interest) of any Loan Party Holdings or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (iA) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, or (C) with the consent of Agent, the outstanding amount of AECOM Loan Agreement Obligations, provided that such repayment shall not result in a corresponding reduction in commitments; and provided, further, that Agent agrees not to withhold such consent if there are no Loans or Letters of Credit outstanding under this Agreement at such time and the Liquidity at such time is at least $30,000,000. (ii) obligations under Hedge Agreements; (iii) secured make any payment on account of Indebtedness that becomes due as a result has been contractually subordinated in right of the voluntary sale or transfer of the assets securing such Indebtedness payment to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any Obligations if such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent not permitted at such time under the subordination terms of the subordination thereof);and conditions, or (b) directly or indirectly, amend, modify, or change any of the terms or provisions of: : (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except other than (A) the Obligations in accordance 103 with this Agreement, (B) obligations under Hedge AgreementsPermitted Intercompany Advances, (C) Subordinated 104 Indebtedness permitted under clauses subject (c)x) in the case of the AECOM Loan Agreement Debt, (e) to the AECOM Subordination Agreement and (f) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (Ey) in the case of any other Material Subordinated Indebtedness, after prior written notice to Lender, to amend any other subordination or modify other intercreditor provisions applicable thereto or (D) Indebtedness permitted under clauses (f) and (g) of the terms thereof to forgive or cancel any portion definition of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or “Permitted Indebtedness”, (ii) the any (A) Material Contract or (B) Governing Documents Document of any Loan Party or any of its Subsidiaries, in each case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders (it being understood that, subject to Section 5.17, for the purposes of this Section 6.06(b)(ii), any change to a Loan Party’s jurisdiction of organization, incorporation or formation, as applicable, is adverse to the interests of the Lenders), (iii) any agreement, instrument, document, indenture, or other writing evidencing or concerning Subordinated Indebtedness if (A) the effect thereof, either individually or in the aggregate, could reasonably be expected to be adverse to the interests of the Lenders or (B) such amendment, modification, or change is expressly prohibited by the applicable Subordination Provisions, or (iv) any agreement, instrument, document, indenture, or other writing evidencing or concerning the ▇▇▇▇▇▇ ▇▇▇▇ Facility if the effect thereof, either individually or in the aggregate, could reasonably be expected to be adverse to the interests of the Lenders.

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with Earn-outs, Permitted Senior Unsecured Debt Refinancings and Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party Parent or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (iA) the Obligations; Obligations in accordance with this Agreement and (B) Permitted Intercompany Advances, or (ii) obligations under Hedge Agreements; (iii) secured make any payment on account of Indebtedness that becomes due as a result has been contractually subordinated in right of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any payment if such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent not permitted at such time under the subordination terms of the subordination thereof);and conditions. (b) Except with respect to Earn-outs and the Obligations, directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) of any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (Aother than (x) the Obligations in accordance with this Agreement, Permitted Intercompany Advances and (B) obligations under Hedge Agreements, (Cy) Indebtedness permitted under clauses (c), (e), (f), (h), (i), (j), (k), (l), (m), (r) and (fs) of the definition of Permitted Indebtedness) if (1) such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Permitted Indebtedness, (2) would increase the interest rate applicable to such Permitted Indebtedness, (3) would change the subordination provision, if any, of such Permitted Indebtedness, or (4) would otherwise be adverse to the Lenders or the issuer of such Permitted Indebtedness in any material respect; provided that, notwithstanding the foregoing, the Senior Unsecured Debt Documents shall not amended, modified or supplemented to (A) increase the maximum principal amount of the Senior Unsecured Debt, (B) increase the rate of interest on any of the Senior Unsecured Debt, (C) change the dates upon which payments of principal or interest on the Senior Unsecured Debt are due, (D) Subordinated Indebtedness change or add any event of default or any covenant with respect to the Senior Unsecured Debt, (E) change any redemption or prepayment provisions of the Senior Unsecured Debt, (F) alter the subordination provisions with respect to the Senior Unsecured Debt, including, without limitation, subordinating the Senior Unsecured Debt to any other indebtedness, (G) take any liens or security interests in any assets of any Loan Party, or (H) change or amend any other term of the Senior Unsecured Debt Documents if such change or amendment would result in an Event of Default, increase the obligations of any Loan Party or confer additional material rights on any holder of the Senior Unsecured Debt in a manner adverse to any Loan Party, Agent or any Lenders. (c) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any Material Contract except to the extent permitted under that the subordination agreement with respect theretoeffect thereof, either individually or (E) in the case of any other aggregate, could not reasonably be expected to result in a Material IndebtednessAdverse Change, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party will not:, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness or Term Loan Refinancing permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (iA) the Obligations in accordance with this Agreement, (B) Hedge Obligations; , (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (vC) Permitted Indebtedness pursuant to clause Intercompany Advances, or (g) of the definition thereof; and (viD) other Permitted Indebtedness so long as (1) such prepayments or redemptions do not exceed up to $25,000,000 in cash, provided, that, as the aggregate in any fiscal year of the date of any such payment under this clause (vi) Loan Parties and on and after giving effect theretoto any such prepayment or redemption, each no Default or Event of Default exists or has occurred and is continuing and (2) for such prepayments or redemption in excess of $25,000,000 in any fiscal year so long as on and after giving effect to any such prepayment or redemption, the Payment Conditions is satisfied are satisfied, or (and ii) make any payment on account of Indebtedness that has been contractually subordinated in the case right of any Subordinated Indebtedness, in any event only payment to the extent Obligations if such payment is not permitted at such time under the subordination terms of and conditions, unless before and after giving effect to such payment, the subordination thereof);Payment Conditions have been satisfied or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: : (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness that has been contractually subordinated in right of payment to the Obligations except as permitted under the subordination terms and conditions , (ii) any of the Term Loan Documents except as permitted by the terms of the Intercreditor Agreement; (iii) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness that is secured by a Lien on Collateral except as permitted by the terms of any intercreditor agreement between Agent and the holder of such Lien; (iv) any mortgage, agreement, instrument, document, indenture, or other writing evidencing or concerning any Permitted Mortgage Loan Financing that would have the effect, directly or indirectly, of (A) increasing the Obligations sum of the then outstanding aggregate principal amount of such Indebtedness in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness excess of the amount permitted under clauses clause (c), (e) and (fa) of the definition of Permitted IndebtednessMortgage Loan Financing , (B) adding or modifying any restriction on payment or prepayment of the Obligations, (C) adding or modifying any payment or prepayment provision with respect to such Indebtedness that would cause such Indebtedness to no longer satisfy the requirements of Permitted Mortgage Loan Financing, (D) Subordinated Indebtedness adding any restriction on amendments, waivers or other modifications to this Agreement or the extent permitted under the subordination agreement with respect thereto, other Loan Documents or (E) in contravene the case provisions of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate this Agreement or any fees in connection therewith, or to make of the terms thereof less restrictive or burdensome to such other Loan PartyDocuments,; or and (iiv) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party or make, directly or indirectly(including Indebtedness under any Health Care Settlement Agreements, any optional Tax Settlement Agreement, the FPD Secured Note Documents, the FPD Term Loan Documents, the FPD Unsecured Term Note, the Secured Note Indebtedness, the Success Indebtedness or voluntary Affiliate Indebtedness), or make any payment in respect violation of any such subordination terms of any Indebtedness, except for payments of: other than: (i) the Obligations; Obligations in accordance with this Agreement, or (ii) obligations under Hedge AgreementsPermitted Intercompany Advances in accordance with the Intercompany Subordination Agreement; or (iii) secured Indebtedness that becomes due as a result of Payments in accordance with the voluntary sale Approved Budget or transfer of Interim Order or the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, thatFinal Order, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under the terms of the subordination thereof);applicable; or (b) Except in accordance with any Bankruptcy Court order, directly or indirectly, amend, modify, or change any of the terms or provisions of: : (i) any FPD Secured Note Document, FPD Term Loan Document, the FPD Unsecured Term Note, or the Secured Note or any agreement evidencing the Success Indebtedness, (ii) any Health Care Settlement Agreement, without the consent of Agent (provided that if the applicable amendment or modification to a Health Care Settlement Agreement does not cause the aggregate amounts owing under all Health Care Settlement Agreements to exceed the limitation set forth in Section 6.13, then the Agent agrees that its consent under this clause (b)(ii) shall not be unreasonably withheld, conditioned or delayed), (iii) any Tax Settlement Agreement or Tax Lien Subordination Agreement, (iv) any other agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) the Governing Documents of any Loan Party if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lender.,

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party or make, directly or indirectly(including Indebtedness under any Health Care Settlement Agreements, any optional Tax Settlement Agreement, the FPD Secured Note Documents, the FPD Term Loan Documents, the FPD Unsecured Term Note, the Secured Note Indebtedness, the Success Indebtedness or voluntary Affiliate Indebtedness), or make any payment in respect violation of any such subordination terms of any Indebtedness, except for payments of: other than: (i) the Obligations; Obligations in accordance with this Agreement, or (ii) obligations under Hedge AgreementsPermitted Intercompany Advances in accordance with the Intercompany Subordination Agreement; or 1 (iii) secured Indebtedness that becomes due as a result of Payments in accordance with the voluntary sale Approved Budget or transfer of Interim Order or the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, thatFinal Order, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under the terms of the subordination thereof);applicable; or (b) Except in accordance with any Bankruptcy Court order, directly or indirectly, amend, modify, or change any of the terms or provisions of: : (i) any FPD Secured Note Document, FPD Term Loan Document, the FPD Unsecured Term Note, or the Secured Note or any agreement evidencing the Success Indebtedness, (ii) any Health Care Settlement Agreement, without the consent of Agent (provided that if the applicable amendment or modification to a Health Care Settlement Agreement does not cause the aggregate amounts owing under all Health Care Settlement Agreements to exceed the limitation set forth in Section 6.13, then the Agent agrees that its consent under this clause (b)(ii) shall not be unreasonably withheld, conditioned or delayed), (iii) any Tax Settlement Agreement or Tax Lien Subordination Agreement, (iv) any other agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses (c), (e) and (f) of 1 Please explain reason for request to add: “or the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) the Governing Documents of any Loan Party if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lender.Approved Budget”

Prepayments and Amendments. Each Loan Party will not: (a) Optionally prepay, redeem, defease, purchase purchase, or otherwise optionally acquire any Indebtedness of the principal amount of any Loan Party or makeSubject Debt (each, directly or indirectlya “Restricted Debt Payment”) (it being understood that payments of regularly scheduled interest shall be permitted), any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than: (i) the Obligations; (ii) obligations under Hedge Agreements; (iii) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer Disposition of the property or assets securing such Indebtedness to the extent (other than ABL Priority Collateral) so long as such sale or transfer Disposition is permitted hereunderby Section 6.4 and so long as such Indebtedness is paid with the proceeds of such sale or Disposition; and (ivii) payment due under the DIP Term Loan Credit Agreement (subject to the DIP Intercreditor Agreement), in accordance with the Orders and the Budget (subject to Permitted Variances). Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section 6.7(a) shall prohibit the repayment, prepayment, redemption, defeasance, purchase or acquisition of intercompany Indebtedness owing for borrowed money owed among Holdings or the Subsidiaries, unless an Event of Default has occurred and is continuing and Holdings has received a notice from Agent instructing it not to another Loan Party; (v) Permitted Indebtedness pursuant make or permit the Subsidiaries to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of make any such payment under this clause (vi) and after giving effect theretorepayment, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtednessprepayment redemption, in any event only to the extent permitted under the terms of the subordination thereof);defeasance or acquisition. (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: : (i) (A) any agreement entered into in connection with the 363 Sale without the consent of the Agent, if such agreement, amendment, modification or change is adverse to the interests of the Agent or any Lender, or (B) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted the DIP Term Loan Indebtedness except (A) without the Obligations in accordance with this consent of the Agent if such amendment, modification or change is prohibited pursuant to the terms of the DIP Intercreditor Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or or (ii) the Governing Documents of any Loan Party if or any of its Subsidiaries without the effect thereof, either individually or in consent of the aggregate, could reasonably be expected to be materially adverse to the interests of LenderAgent.

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1 and as permitted in Section 6.7(b), optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party or makeany Subsidiary of a Loan Party, directly or indirectlyother than the Obligations in accordance with this Agreement, (b) Redeem any of the Notes pursuant to Section 3.11 of the Indenture; provided, any optional or voluntary payment in respect of any such Indebtednesshowever, except for payments of: that (i) the Obligations; Parent may redeem Notes in accordance with the terms of Section 3.11 of the Indenture as in effect on the date hereof either by the issuance of equity of the Parent to the holders of the Notes or with proceeds of equity issuances of the Parent, and (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result the Parent may redeem Notes in accordance with the terms of Section 3.11 of the voluntary sale or transfer of Indenture as in effect on the assets securing such Indebtedness date hereof so long as (A) it has delivered to the extent Agent all certificates required to be delivered by Section 5.21(b) hereof on or before the times required by such sale or transfer is permitted section, (B) no Obligations are outstanding hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; , and (viC) other Permitted Indebtedness in cash, provided, that, as both for the period of thirty (30) days ending on the date of any such payment under this clause (vi) redemption of Notes pursuant to Section 3.11 of the Indenture as in effect on the date hereof and immediately after giving effect theretoto such redemption of Notes, each the sum of the Payment Conditions Excess Availability plus Qualified Cash is satisfied not less than $15,000,000, (and c) Except in the case connection with Refinancing Indebtedness permitted by Section 6.1, make any payment on account of any Subordinated Indebtedness, Indebtedness that has been contractually subordinated in any event only right of payment to the extent Obligations if such payment is not permitted at such time under the subordination terms of the subordination thereof);and conditions, (bd) Except in connection with Refinancing Indebtedness permitted by Section 6.1, directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of: (i) conditions of any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses Section 6.1(b), (c), (f) or (o) in a manner that is adverse in any material respect to the Loan Parties, the Agent or the Lenders, or (e) and (fi) of Amend, modify or otherwise change its Governing Documents, including, without limitation, by the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, filing or (E) in the case modification of any other Material Indebtednesscertificate of designation, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) the Governing Documents amend, modify or otherwise change any Material Contract, except any such amendments, modifications or changes pursuant to this clause (ii) of any Loan Party if the effect thereofthis paragraph (d) that, either individually or in the aggregate, could not be reasonably be expected likely to be materially adverse to the interests of Lenderresult in a Material Adverse Change.

Prepayments and Amendments. Each Loan Party Borrower will not, and will not permit any of its Subsidiaries to: (a) except in connection with the Transactions or any Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party Borrower or makeits Subsidiaries consisting of ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇), directly (▇), (▇), (▇), (▇), (▇), (▇) or indirectly(aa) of the definition of Permitted Indebtedness, or any optional or voluntary payment other Indebtedness with an outstanding amount greater than $25,000,000 that is secured by Liens on the Collateral that rank junior to the Liens on the Collateral securing the Obligations, in respect of any all such cases, prior to the maturity date applicable to such Indebtedness, except for payments of: (iA) any prepayment, redemption, defeasance, purchase or other acquisition with Qualified Equity Interests so long as at the time of such prepayment, redemption, defeasance, purchase or other acquisition no Default or Event of Default has occurred and is continuing or would result therefrom, (B) any prepayment, redemption, defeasance, purchase or other acquisition with the net cash proceeds of an issuance of Qualified Equity Interests within 60 days of such issuance (or such later date as agreed to by the Agent in its sole discretion)) so long as (1) at the time of such prepayment, redemption, defeasance, purchase or other acquisition no Default or Event of Default has occurred and is continuing or would result therefrom and (2) the Obligationsnet cash proceeds of such issuance of Qualified Equity Interests are maintained in a segregated Deposit Account subject to the “control” of the Agent until the earlier of (a) application toward such prepayment, redemption, defeasance, purchase or other acquisition and (b) the date that is 60 days after such issuance, (C) any prepayment, redemption, defeasance, purchase or other acquisition so long as, at the time of such prepayment, redemption, defeasance, purchase or other acquisition, no Default or Event of Default has occurred and is continuing or would result therefrom and either (1) the Payment Conditions are satisfied at such time or (2) for each of the 30 consecutive days immediately preceding such prepayment, redemption, defeasance, purchase or other acquisition, and both before and after giving effect to such prepayment, redemption, defeasance, purchase or other acquisition, (x) no Loans are outstanding and (y) Liquidity is at least $500,000,000; provided, further that the foregoing conditions under this clause (iiC) obligations under Hedge Agreementsshall not be required to be satisfied with respect to prepayments, redemptions, defeasances, purchases or other acquisitions of any such Indebtedness in an aggregate principal amount (for all such prepayments, redemptions, defeasances, purchases or other acquisitions) of up to the greater of (x) $200,000,000 and (y) 1.5% of Consolidated Net Tangible Assets, measured as of the last day of the fiscal quarter ending prior to the date of such prepayment for which financial statements have been delivered to the Agent, during the term of this Agreement and (D) any prepayment, redemption, defeasance, purchase or other acquisition of the Convertible Notes with Qualified Equity Interests; (iiiprovided that this Section 6.6(a)(i) secured Indebtedness that becomes due shall not apply to any prepayment, redemption, defeasance, purchase, or other acquisition of the Convertible Notes to the extent such event or condition occurs as a result of (x) the voluntary sale satisfaction of a conversion contingency pursuant to the Convertible Notes (as in effect on the date hereof) or transfer the exercise by a holder of the assets securing such Indebtedness Convertible Notes of a conversion right resulting from the satisfaction of a conversion contingency pursuant to the extent Convertible Notes (as in effect on the date hereof) (it being understood that any such sale prepayment, redemption, defeasance, purchase, or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) other acquisition of the definition thereof; and (vi) other Permitted Indebtedness Convertible Notes made in cash, provided, that, as of the date of any such payment under cash in reliance on this clause (vix) and after giving effect thereto, each shall be subject to satisfaction of the Payment Conditions is satisfied at the time thereof, other than prepayments, redemptions, defeasances, purchases or other acquisitions (and i) of less than $60,000,000 in the case aggregate during the term of any Subordinated this Agreement, or (ii) paid in lieu of fractional shares)) or (y) a required repurchase under the Convertible Notes; provided further that nothing in this Section 6.6 shall prohibit the payment of Indebtedness permitted under this Agreement at the time of the final maturity of the obligations under such Indebtedness, or (ii) make any payment on account of Indebtedness that has been contractually subordinated in any event only right of payment to the extent Obligations if such payment is not permitted at such time under the subordination terms of the subordination thereof);and conditions, or (b) except in connection with the Transactions or any Refinancing Indebtedness permitted by Section 6.1, directly or indirectly, amend, modify, or change any of the terms or provisions of: : (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses (c▇), (e▇), (▇), (▇), (▇), (▇), (▇) and or (faa) of the definition of Permitted Indebtedness (A) if such Indebtedness could not have been incurred (including as Refinancing Indebtedness, ) on such terms (Dwithout limiting clause (ii) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, below) or (EB) if such amendment, modification or change could reasonably be expected to affect the interests of the Lenders adversely in the case of any other Material Indebtednessmaterial respect, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries, the Existing Senior Notes, the Convertible Notes or the Senior Secured Notes, in each case if the effect thereof, either individually or in the aggregate, could would reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party will not:Except in connection with a refinancing permitted by SECTION 6.1(d), (a) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire (collectively, a "PREPAYMENT") any Indebtedness of Parent or any Loan Party or makeSubsidiary of Parent, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (i) the Obligations; (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under the terms of the subordination thereof); (b) directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (ii) in accordance with the Restructuring Documents as in effect on the Closing Date without any modification or amendment thereof, and (iii) additional Prepayments in an amount not to exceed $750,000 (or $1,000,000 if the sum of Borrowers' Excess Availability plus Qualified Cash shall be equal to at least $5,000,000, both immediately prior to and immediately after giving effect to any such Prepayment) for any individual Prepayment or in any calendar year or $3,000,000 in the aggregate over the term of this Agreement so long as (A) no Default or Event of Default shall have occurred and be continuing and (B) obligations the sum of Borrowers' Excess Availability plus Qualified Cash shall be equal to at least $4,000,000, in each case both immediately prior to and immediately after giving effect to any such Prepayment, (b) make any payment on account of any Subordinated Indebtedness, other than (i) to the extent permitted under Hedge Agreementsclause (a)(iv) above with respect to the Indenture Notes, (Cii) Indebtedness permitted under clauses (c)so long as no Default or Event of Default shall have occurred and be continuing immediately prior to or after giving effect to any such payment, (eA) interest (but not including any default interest) due and payable on the Indenture Notes (as in effect on the Closing Date without any modification or amendment thereof) and (fB) payments due and payable on the Tower Litigation Note (as in effect on the Closing Date without any modification or amendment thereof), and (iii) payments permitted to ▇▇▇▇▇▇ ▇▇▇▇▇ in respect of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness ▇▇▇▇▇▇ ▇▇▇▇▇ Shareholder Note solely to the extent permitted under the subordination agreement with respect thereto▇▇▇▇▇▇ ▇▇▇▇▇ Subordination Agreement, (c) directly or indirectly, amend, modify , alter, increase, or (E) in change any of the case terms or conditions of any agreement, instrument, document, indenture, or other Material Indebtedness, after prior written notice to Lender, to amend writing evidencing or modify the terms thereof to forgive concerning Indebtedness permitted under SECTION 6.1(B) or cancel any portion of such Indebtedness (C) (other than pursuant amendments, modifications or changes to payment thereof) or to reduce the interest rate Indebtedness evidenced by, or any fees in connection therewithinstrument or agreement constituting, an Indenture Document, which shall be governed by clause (d) below), or (d) agree to (i) any amendment or other change to make or waiver of any of its rights under any Indenture Document that is adverse to the terms thereof less restrictive or burdensome to such Loan Party; Agent and the Lenders or (ii) the Governing Documents any material amendment or other material change to or material waiver of any Loan Party if of its rights under any Management Agreement, Restructuring Document or other Material Contract (including the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially GE Master Lease Agreement) that is adverse to the interests of LenderAgent and the Lenders.

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise optionally acquire any Indebtedness of any Loan Party or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (iA) the Obligations; Obligations in accordance with this Agreement, (B) the Senior Revolving Indebtedness in accordance with the Senior Revolving Credit Agreement, (C) Capital Leases, (D) Permitted Intercompany Advances, (E) prepayments of Indebtedness (other than Subordinated Indebtedness) in an aggregate amount not to exceed $250,000 during the term of this Agreement and (F) payments of principal of the Subordinated Canadian Holdco Note and the Subordinated CBCL Note solely in amounts necessary to permit the payment of all Canadian withholding taxes due and payable with respect to such notes, (ii) obligations under Hedge Agreements; (iii) secured make any payment on account of Indebtedness that becomes due as a result has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions; provided, that any payment on account of the voluntary sale or transfer of the assets securing Subordinated Indebtedness may be made if such Indebtedness to the extent such sale or transfer payment is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any at such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted time under the terms of the subordination thereof);Subordination Agreement, or (b) Except in connection with Refinancing Indebtedness permitted by Section 6.1, directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except permitted under Section 6.1 other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge AgreementsPermitted Intercompany Advances, (C) Indebtedness permitted under clauses (c), (eh), (j) and (fk) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under Senior Revolving Loan Documents, except as otherwise prohibited by the subordination agreement with respect theretoterms of the Intercreditor Agreement, or and (E) in the case of any other Material IndebtednessSubordinated Loan Documents, after prior written notice to Lender, to amend or modify except as otherwise prohibited by the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or Subordination Agreement, (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, or (iii) the Acquisition Agreement, without the prior written consent of Agent and the Required Lenders, if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. Each Borrower will not, and will not permit any Loan Party will not:Subsidiary to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, optionally redeem, optionally defease, purchase optionally purchase, or otherwise optionally acquire any Indebtedness of any Borrower or any Loan Party or makeSubsidiary, directly or indirectlyother than (A) the Obligations in accordance with this Agreement, any optional or voluntary payment in respect (B) Permitted Intercompany Advances, (C) prepayments of any such IndebtednessIndebtedness so long as the Payment Conditions are satisfied, except for payments of: (iD) prepayments, redemptions, purchases or acquisitions of Indebtedness with the Obligations; proceeds of Equity Interests issued by Worldwide, and (E) other prepayments, redemptions, purchases or acquisitions of Indebtedness not to exceed $10,000,000 in the aggregate during any fiscal year so long as no Event of Default shall have occurred and be continuing or would result therefrom, or (ii) obligations under Hedge Agreements; (iii) secured make any payment on account of Indebtedness that becomes due as a result has been contractually subordinated in right of the voluntary sale or transfer of the assets securing such Indebtedness payment to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any Obligations if such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent not permitted at such time under the subordination terms of the subordination thereof);and conditions, or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: , (i) (A) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses clause (c), (e) and (fb) of the definition of Permitted IndebtednessIndebtedness that could reasonably be expected to be materially adverse to the interests of Lenders, or (B) Indebtedness that has been contractually subordinated in right of payment to the Obligations if such amendment, modification or change is not permitted at such time under the subordination terms and conditions, (ii) the Notes Debt in a manner that (A) increases the "Applicable Margin" or similar component of the cash pay portion of any interest rate by more than 3.00 percentage points per annum (excluding increases resulting from the accrual of interest at the default rate and provided that the interest rate for any Refinancing Indebtedness in respect of the Notes Debt shall reflect the <“>"market interest rate<”>" for such Refinancing Indebtedness at the time such Refinancing Indebtedness is entered into) or add any new recurring fees, (B) directly prohibits or restricts the payment of principal of, interest on, or other amounts payable with respect to the Obligations to a greater extent than the same is prohibited or restricted by the Notes Indenture as in effect on the date hereof, (C) shortens the final scheduled maturity date of the Notes Debt or any Refinancing Indebtedness in respect thereof, (D) Subordinated Indebtedness to shortens the extent permitted under amortization of any portion of the subordination agreement with respect theretoNotes Debt, or (E) in changes the case mandatory prepayment provisions of the Notes Indenture or adds any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (mandatory prepayments thereto other than pursuant to payment thereofany such change or additional mandatory prepayment that (x) or to reduce the interest rate or any fees is made in connection therewithwith Refinancing Indebtedness of the Notes Debt and (y) reflects "market prepayment provisions" at the time such Refinancing Indebtedness is entered into, or and then only so long as (A) such change does not alter the rights of the Loan Parties in respect of the Collateral and (B) a conforming change is made to make the terms thereof less restrictive or burdensome to such Loan Party; or Documents upon the request of the Agent, or (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with a refinancing or exchange permitted by Sections 7.1(d) or (e), and except for the prepayment, redemption, retirement or defeasement of any Indebtedness for a consideration consisting solely of Common Stock, or except for the prepayment of any Indebtedness that is outstanding on the Closing Date and is secured by any Real Property Collateral existing on the Closing Date, prepay, redeem, retire, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party or make, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: (i) the Obligations; (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of any third Person, other than the definition thereof; and (vi) other Permitted Indebtedness Obligations in cashaccordance with this Agreement, provided, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under the terms of the subordination thereof);and (b) Except in connection with a refinancing or exchange permitted by Sections 7.1(d) or (e), directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of: (i) conditions of any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (Aother than the Indenture, the 9% Indenture, the Convertible Senior Subordinated Debentures, the Parent's 9% Cumulative Convertible Exchangeable Preferred Stock, or the 9% Convertible Subordinated Debentures) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses Sections 7.1(b), (c), (d), (e) and or (f), and (c) Except in connection with a refinancing or exchange permitted by Sections 7.1(d) or (e), agree to any amendment or make any other change to (or make any payment consistent with any amendment or other change to), or waive any of its rights under, the Parent's 9% Cumulative Convertible Exchangeable Preferred Stock, the Indenture, the 9% Indenture, the Convertible Senior Subordinated Debentures or the 9% Convertible Subordinated Debentures or refinance any Indebtedness evidenced by the Indenture or the 9% Indenture -64- without obtaining the prior written consent of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome Required Lenders to such Loan Party; amendment, modification, payment, waiver, change or (ii) the Governing Documents of refinancing, except for an amendment or supplement that cures any Loan Party if the effect thereofambiguity, either individually inconsistency or defect in the aggregateany Indenture, could reasonably be expected to be materially provided that any such amendment or supplement is not adverse to the interests of Lenderthe Agent and the Lender Group. (d) The Parent shall not satisfy any of its obligations with respect to any redemption, tender, put or other similar obligation under the Convertible Senior Subordinated Debentures, the Parent's 9% Cumulative Convertible Exchangeable Preferred Stock, or the 9% Convertible Subordinated Debentures by paying cash or any other consideration other than its Common Stock or its Subordinated Exchange Nonconvertible Notes.

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances and (C) the Senior Unsecured Notes so long as (x) no Default or Event of Default is then continuing, (y) Borrower has Availability of at least $10,000,000 after giving effect to such payment and (z) Borrower is in pro forma compliance with the financial covenants set forth in Section 7 hereof (whether or not during a Covenant Enforcement Period), calculated as of the last day of the most recent fiscal month as to which financial statements have become available. (ii) make any Loan Party or make, directly or indirectly, any optional or voluntary payment on account of Indebtedness that has been contractually subordinated in respect right of any payment to the Obligations if such Indebtednesspayment is not permitted at such time under the subordination terms and conditions, except for payments of: (i) the Obligations; (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result prepayments of the voluntary sale or transfer of the assets securing such Indebtedness to with the extent such sale or transfer is permitted hereunder; (iv) proceeds received from the substantially concurrent issue of new Refinancing Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any such payment under this clause (vi) and after giving effect with respect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under the terms of the subordination thereof);or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge AgreementsPermitted Intercompany Advances, (C) Indebtedness permitted under clauses (c), (e) ), (g), (h), (i), (j), and (f) k), of the definition of Permitted Indebtedness, Indebtedness and (D) Subordinated Permitted Indebtedness involving a maximum liability of $50,000 or less, in each case, if the effect thereof, either individually or in the aggregate, could reasonably be expected to be adverse to the extent permitted under interests of the subordination agreement with respect theretoLenders, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party Borrower will not:, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party Borrower or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: (i) the Obligations; (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under the terms of the subordination thereof); (b) directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document or other writing evidencing or concerning Permitted Indebtedness except than (A) the Obligations in accordance with this Agreement, ; (B) obligations under Hedge AgreementsPermitted Intercompany Advances owing by a Loan Party to GFN, so long as before and immediately after giving effect to any such payment, (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) each Borrower is Solvent, (iii) Excess Availability is greater than or equal to $21,000,000, and (iv) the Fixed Charge Coverage Ratio, measured on a trailing-twelve-months’ basis as of the end of the most recently completed month for which financial statements have been provided to Agent pursuant to Section 5.1, both actual and giving pro forma effect to any such payment, will be greater than 1.25 to 1.00; and (C) other Permitted Intercompany Advances in accordance with the Intercompany Subordination Agreement, as applicable, or (ii) make any payment on account of Indebtedness permitted under clauses (c), (e) and (f) that has been contractually subordinated in right of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness payment to the extent Obligations if such payment is not permitted at such time under the subordination agreement with respect theretoterms and conditions, or or (Eb) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) the Governing Documents of any Loan Party if If the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries.

Prepayments and Amendments. Each Loan Party will not: (a) prepayMake any payments (whether voluntary or mandatory, redeemor a prepayment, defeaseredemption, purchase retirement, defeasance or otherwise acquire acquisition) with respect to any Specified Indebtedness or the Add-On Debt, except (a) regularly scheduled payments of principal, interest and fees (but only, with respect to Specified Indebtedness that is Subordinated Indebtedness and/or any Loan Party or make, directly or indirectly, any optional or voluntary payment permitted Refinancing Indebtedness in respect of any such Indebtednessthereof, except for payments of: (i) the Obligations; (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent not otherwise prohibited under any subordination agreement or intercreditor agreement relating to such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; Indebtedness), and (vib) other Permitted any prepayment, redemption, retirement, defeasance or acquisition of Specified Indebtedness or the Add-On Debt (together with, in casheach case, provided, that, as of the date of any such payment under this clause (vi) accrued interest and after giving effect thereto, each of the Payment Conditions is satisfied (and premiums thereon); provided that in the case of any Subordinated Indebtednessclause (b), in any event only the Payment Conditions are satisfied both immediately before and immediately after giving effect to the extent permitted under prepayment, redemption, retirement, defeasance or acquisition of such Specified Indebtedness or Add-On Debt (as the terms of the subordination thereofcase may be);. (b) directly or indirectly, amendAmend, modify, or otherwise change any of its Governing Documents as in effect on the terms or provisions of: Closing Date in any material respect, except for (i) changes required by or reasonably related to any agreement, instrument, document or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness transaction permitted under clauses (c), (e) Section 6.3 or 6.5 and (f) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) the Governing Documents of any Loan Party if the effect thereof, either individually or in the aggregate, could reasonably be expected to be changes that are not materially adverse to the interests of Lenderthe Lenders in their capacity as such. (c) Amend, supplement or otherwise modify any Subordinated Indebtedness Documents or any Existing Senior Notes Documents, if such modification (i) increases the principal balance of such Indebtedness, or increases any required payment of principal or interest; (ii) accelerates the date on which any installment of principal or any interest is due, or adds any additional redemption, put or prepayment provisions; (iii) shortens the final maturity date or otherwise accelerates amortization; (iv) increases the interest rate; (v) increases or adds any fees or charges; (vi) modifies any covenant in a manner or adds any representation, covenant or default that is more onerous or restrictive in any material respect for any Borrower or Subsidiary, or that is otherwise materially adverse to any Borrower, any Subsidiary or Lenders; (vii) in the case of the Existing Senior Notes (or any Permitted Senior Indebtedness or permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof) results in the Obligations not constituting “Senior Indebtedness” (or the equivalent) under the Indenture (or any indenture evidencing or governing any Permitted Senior Indebtedness or permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof); or (viii) in the case of Subordinated Indebtedness results in the Obligations not constituting “senior indebtedness” (or any functionally equivalent term) under the applicable Subordinated Indebtedness Documents or 127255152_10 otherwise not being fully benefited by the subordination provisions of such Subordinated Indebtedness; provided that the Loan Parties shall be permitted to make any such amendment, supplement, or other modification solely to the extent that on the effective date thereof the Loan Parties would have been permitted to incur new Indebtedness under clauses (l), (m), or (n) or (z) of Section 6.1 in the full amount of the outstanding Specified Indebtedness to which such amendment, supplement, or other modification relates. (d) Amend, supplement or otherwise modify any documents evidencing any Permitted Senior Indebtedness in any manner which would violate the terms of any intercreditor or subordination agreement with Agent relating to such Indebtedness. (e) [Intentionally Omitted]

Prepayments and Amendments. Each Loan Party will not: , and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (iA) the Obligations in accordance with this Agreement, (B) Hedge Obligations; , (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (vC) Permitted Indebtedness pursuant to clause Intercompany Advances, or (g) of the definition thereof; and (viD) other Permitted Indebtedness so long as (1) such prepayments or redemptions do not exceed up to $50,000,000 in cash, provided, that, as the aggregate in any fiscal year of the date of any such payment under this clause (vi) Loan Parties and on and after giving effect theretoto any such prepayment or redemption, each no Default or Event of Default exists or has occurred and is continuing and (2) for such prepayments or redemption in excess of $50,000,000 in any fiscal year so long as on and after giving effect to any such prepayment or redemption, the Payment Conditions is satisfied are satisfied, or (and ii) make any payment on account of Indebtedness that has been contractually subordinated in the case right of any Subordinated Indebtedness, in any event only payment to the extent Obligations if such payment is not permitted at such time under the subordination terms of and conditions, unless before and after giving effect to such payment, the subordination thereof); Payment Conditions have been satisfied or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: : (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness that has been contractually subordinated in right of payment to the Obligations except as permitted under the subordination terms and conditions, (ii) [Reserved]; (iii) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness that is secured by a Lien on Collateral except as permitted by the terms of any intercreditor agreement between Agent and the holder of such Lien; (iv) any mortgage, agreement, instrument, document, indenture, or other writing evidencing or concerning any Permitted Mortgage Loan Financing that would have the effect, directly or indirectly, of (A) increasing the Obligations sum of the then outstanding aggregate principal amount of such Indebtedness in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness excess of the amount permitted under clauses clause (c), (e) and (fa) of the definition of Permitted IndebtednessMortgage Loan Financing, (B) adding or modifying any restriction on payment or prepayment of the Obligations, (C) adding or modifying any payment or prepayment provision with respect to such Indebtedness that would cause such Indebtedness to no longer satisfy the requirements of Permitted Mortgage Loan Financing, (D) Subordinated Indebtedness adding any restriction on amendments, waivers or other modifications to this Agreement or the extent permitted under the subordination agreement with respect thereto, other Loan Documents or (E) in contravene the case provisions of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate this Agreement or any fees in connection therewith, or to make of the terms thereof less restrictive or burdensome to such other Loan PartyDocuments,; or and (iiv) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party will not: (a) prepayExcept in connection with a refinancing permitted by Section 7.1(k), make any principal payment on, or purchase, redeem, defease, purchase defease or otherwise acquire or retire for value, any Indebtedness of a Borrower or a Subsidiary prior to any Loan Party scheduled principal payment, sinking fund payment or make, directly or indirectly, any optional or voluntary other payment in respect of any such Indebtedness, except for payments of: at the stated maturity thereof; other than (i) the Obligations; , (ii) the obligations under Hedge Agreements; secured by the mortgage granted by OED to the seller of the parcels of Warner Land encumbering such parcels, (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; [Intentionally Omitted] and (iv) Indebtedness owing repurchases of any Secured Notes on the open market, so long as (A) no Default or Event of Default has occurred and is continuing and (B) both before and immediately after giving effect to another Loan Party; such repurchase, Availability is at least $20,000,000, and (vb) Permitted Indebtedness pursuant to clause (gi) Directly or indirectly, amend, modify, alter, increase, or change any of the definition thereof; and terms or conditions of any of the Notes Documents in any manner that would (viA) have the effect of (1) increasing principal, interest, fee or other Permitted Indebtedness in cashpayment obligations thereunder, provided, that, (2) adding additional collateral or other guarantors (other than as contemplated as of the date of any such payment under this clause Closing Date), (vi3) and after giving effect thereto, each shortening the maturity or increasing the amortization of the Payment Conditions is satisfied obligations thereunder, (and in 4) making the case of any Subordinated Indebtednesscovenants, in any event only to defaults or other provisions thereof more burdensome, or (5) altering the extent permitted under subordination provisions thereof or (B) otherwise have a material adverse effect on the terms interests of the subordination thereof); Lender Group or (bii) directly or indirectly, amend, modify, alter, increase or change any of the terms or provisions of: (i) conditions of any agreement, instrument, document or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the Management Agreement for which an executed subordination agreement with respect theretois required to be delivered pursuant to Section 7.21, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) the Governing Documents of a Borrower or its Subsidiary in any Loan Party if manner that would make the covenants, defaults or other provisions thereof more burdensome on any Borrower or any Guarantor or otherwise have a material adverse effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to on the interests of Lenderthe Lender Group.

Prepayments and Amendments. Each Loan Party will not:, and will not permit any of its Subsidiaries or Holdings to, (a) Except in connection with Refinancing Indebtedness permitted by Section 7.1; provided that any Refinancing Indebtedness of the ABL Facility shall be in accordance with the provisions of the Intercreditor Agreement, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party Holdings, the Borrower or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (iA) the Obligations; Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances and (C) the ABL Facility in accordance with Section 2.4 thereof as in effect on the Closing Date, or (ii) obligations make any payment on account of Indebtedness (A) held by an Affiliate of a Loan Party (other than another Loan Party) or (B) that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under Hedge Agreementsthe subordination terms and conditions; provided, that this clause (iiia) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of of, or casualty or condemnation event with respect to, the property or assets securing such Indebtedness to if (in the extent case of a sale or transfer) such sale or transfer is permitted hereunderhereunder and such Indebtedness is repaid on or prior to three Business Days after the receipt of proceeds therefrom; provided, further that subject to the applicable subordination provisions of the Management Note, (ivi) Indebtedness owing Borrower may pay in cash up to another Loan Party35% of the interest on the Management Note when due (but without catching up any interest paid in kind); (v) Permitted Indebtedness pursuant to only so long as for the purpose of this clause (gi) of after giving effect on a Pro Forma Basis to the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date payment of any such payment under payments, (A) no Default or Event of Default has occurred and is continuing and (B) the Loan Parties are in compliance on a Pro Forma Basis with the covenants set forth in Article VI, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered, and (ii) so long as the Adjusted Operating Ratio calculated on a trailing four Fiscal Quarter basis is less than (x) 96% for each of the two most recent consecutive four Fiscal Quarter periods, the Borrower may pay the interest on the Management Notes when due in cash and may make catch-up payments of interest paid in kind (even if previously added to principal) on the Management Note in cash (including any interest paid in kind prior to the Closing Date) and (y) 94% for each of the two most recent consecutive four Fiscal Quarter periods, the Borrower may, following receipt of the Compliance Certificate for the most recent Fiscal Year for which financial statements have been delivered, make cash principal payments on the Management Notes out of the portion of the Excess Cash Flow that it is not required to use to prepay the Term Loans pursuant to Section 2.6; only so long as, for the purpose of this clause (viii) and after giving effect thereto, each of on a Pro Forma Basis to the Payment Conditions is satisfied (and in the case payment of any Subordinated Indebtednesssuch payments, (A) no Default or Event of Default has occurred and is continuing and (B) the Loan Parties are in any event only to compliance on a Pro Forma Basis with the extent permitted under covenants set forth in Article VI, recomputed for the terms of the subordination thereof);most recent Fiscal Quarter for which financial statements have been delivered. (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge AgreementsPermitted Intercompany Advances, (C) Indebtedness permitted under clauses (c), (eh), (j) and (fk) of the definition of Permitted Indebtedness, Indebtedness and (D) Subordinated Indebtedness to the extent permitted under the subordination agreement ABL Facility in accordance with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewithIntercreditor Agreement, or to make the terms thereof less restrictive or burdensome to such Loan Party; or or (ii) the Governing Documents governing documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party Borrower will not, and will not permit any of its Subsidiaries to: (a) prepayPrepay, repay, redeem, purchase, defease, purchase or otherwise or acquire for value (including (x) by way of depositing with any Indebtedness trustee with respect thereto money or securities before due for the purpose of paying when due and (y) at the maturity thereof) any Junior Indebtedness, or make any payment in violation of any Loan Party subordination terms of any Junior Indebtedness, except: (i) so long as no Default or makeEvent of Default then exists or would be caused thereby, directly regularly scheduled or indirectlymandatory repayments, repurchases, redemptions or defeasances of Junior Indebtedness, provided that such payments of Subordinated Indebtedness shall be in accordance with the subordination terms thereof or the subordination agreement applicable thereto, (ii) in connection with Refinancing Indebtedness permitted by Section 6.1 and in compliance with any optional subordination provisions applicable thereto, (iii) payments and prepayments of Junior Indebtedness made solely with proceeds of any issuance of Qualified Equity Interests of Borrower, or voluntary payment any capital contribution in respect of Qualified Equity Interests of Borrower, so long as immediately before and after giving effect to any such Indebtednesspayment or prepayment, except for no Default or Event of Default then exists, (iv) (A) payments of: (i) the Obligations; (ii) obligations under Hedge Agreements; (iii) secured and prepayments of Junior Indebtedness that becomes due as a result of the voluntary sale conversion of all or transfer any portion of such Junior Indebtedness into Qualified Equity Interests of Borrower, and (B) payments of interest in respect of Junior Indebtedness in the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; form of payment in kind interest constituting Permitted Indebtedness, (v) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, payments and prepayments in respect of Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cashIntercompany Advances, provided, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted by the Intercompany Subordination Agreement, if applicable, (vi) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, payments and prepayments in respect of Indebtedness owing under the terms Existing Intercompany Loan Agreement (Germany), to the extent permitted by the Intercompany Subordination Agreement, so long as such Indebtedness constitutes Permitted Indebtedness on the date such payment is made, (vii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, payments and prepayments in respect of Indebtedness owing under the subordination thereofExisting Intercompany Loan Agreement (UK);, to the extent permitted by the Intercompany Subordination Agreement, so long as such Indebtedness constitutes Permitted Indebtedness on the date such payment is made, and (viii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Indebtedness prior to their scheduled maturity in an aggregate amount not to exceed the Available Amount at such time; provided that (i) at the time of such prepayment, redemption, purchase, defeasance or other payment, no Event of Default has occurred and is continuing or would result therefrom and (ii) Borrower demonstrates that the Consolidated Leverage Ratio, calculated on a pro forma basis after giving effect to such Investment and any Indebtedness incurred in connection therewith, is not greater than 2.75 to 1.00. (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted any Junior Indebtedness except (A) in any respect which, individually or in the Obligations in accordance with this Agreementaggregate, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses (c), (e) and (f) could reasonably be expected to be materially adverse to the interest of the definition Lenders or in violation or contravention of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under subordination terms thereof or the subordination agreement with respect applicable thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or or (ii) the Quanex Incentive Plans or the Governing Documents of any Loan Party or any of its Subsidiaries, in each case, if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party will not:, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1 or a conversion to or exchange for Qualified Equity Interests: (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party or make, directly or indirectly, any optional or voluntary payment in respect of any such Indebtednessits Subsidiaries, except for payments of: that a Loan Party or such Subsidiary may optionally prepay, redeem, defease, purchase, or otherwise acquire any of its Indebtedness consisting of (iA) the Obligations in accordance with this Agreement, (B) Hedge Obligations; , (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (ivC) Indebtedness owing to another Loan Party; arising from Permitted Intercompany Advances, or (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (viD) other Permitted Indebtedness in cash, provided, that, (other than Subordinated Indebtedness) so long as of on the date of any such payment under this clause (vi) prepayment, redemption, defeasance, purchase or other acquisition of such other Indebedness, and immediately after giving effect thereto, each of the Payment Conditions is satisfied satisfied, or (and ii) make any payment on account of Subordinated Indebtedness or any other Indebtedness that has been contractually subordinated in the case right of any Subordinated Indebtedness, in any event only payment to the extent Obligations if such payment is not permitted at such time under the subordination terms of the subordination thereof);and conditions, or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: : (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge AgreementsObligations, (C) Permitted Intercompany Advances, and (D) Indebtedness permitted under clauses (c), (eh), (j) and (fk) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or or (ii) the Governing Organization Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party Borrower will not, and will not permit any of its Subsidiaries to: (a) except in connection with the Transactions or any Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party Borrower or makeits Subsidiaries consisting of Indebtedness permitted under clauses (f), directly (p), (q), (t), (u), (v), (z) or indirectly(aa) of the definition of Permitted Indebtedness, or any optional or voluntary payment other Indebtedness with an outstanding amount greater than $25,000,000 that is secured by Liens on the Collateral that rank junior to the Liens on the Collateral securing the Obligations, in respect of any all such cases, prior to the maturity date applicable to such Indebtedness, except for payments of: (iA) any prepayment, redemption, defeasance, purchase or other acquisition with Qualified Equity Interests so long as at the time of such prepayment, redemption, defeasance, purchase or other acquisition no Default or Event of Default has occurred and is continuing or would result therefrom, (B) any prepayment, redemption, defeasance, purchase or other acquisition with the net cash proceeds of an issuance of Qualified Equity Interests within 60 days of such issuance (or such later date as agreed to by the Agent in its sole discretion)) so long as (1) at the time of such prepayment, redemption, defeasance, purchase or other acquisition no Default or Event of Default has occurred and is continuing or would result therefrom and (2) the Obligationsnet cash proceeds of such issuance of Qualified Equity Interests are maintained in a segregated Deposit Account subject to the “control” of the Agent until the earlier of (a) application toward such prepayment, redemption, defeasance, purchase or other acquisition and and (b) the date that is 60 days after such issuance, (C) any prepayment, redemption, defeasance, purchase or other acquisition so long as, at the time of such prepayment, redemption, defeasance, purchase or other acquisition, no Default or Event of Default has occurred and is continuing or would result therefrom and either (1) the Payment Conditions are satisfied at such time or (2) for each of the 30 consecutive days immediately preceding such prepayment, redemption, defeasance, purchase or other acquisition, and both before and after giving effect to such prepayment, redemption, defeasance, purchase or other acquisition, (x) no Loans are outstanding and (y) Liquidity is at least $500,000,000; provided, further that the foregoing conditions under this clause (iiC) obligations under Hedge Agreementsshall not be required to be satisfied with respect to prepayments, redemptions, defeasances, purchases or other acquisitions of any such Indebtedness in an aggregate principal amount (for all such prepayments, redemptions, defeasances, purchases or other acquisitions) of up to the greater of (x) $200,000,000 and (y) 1.5% of Consolidated Net Tangible Assets, measured as of the last day of the fiscal quarter ending prior to the date of such prepayment for which financial statements have been delivered to the Agent, during the term of this Agreement and (D) any prepayment, redemption, defeasance, purchase or other acquisition of the Convertible Notes with Qualified Equity Interests; (iiiprovided that this Section 6.6(a)(i) secured Indebtedness that becomes due shall not apply to any prepayment, redemption, defeasance, purchase, or other acquisition of the Convertible Notes to the extent such event or condition occurs as a result of (x) the voluntary sale satisfaction of a conversion contingency pursuant to the Convertible Notes (as in effect on the date hereof) or transfer the exercise by a holder of the assets securing such Indebtedness Convertible Notes of a conversion right resulting from the satisfaction of a conversion contingency pursuant to the extent Convertible Notes (as in effect on the date hereof) (it being understood that any such sale prepayment, redemption, defeasance, purchase, or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) other acquisition of the definition thereof; and (vi) other Permitted Indebtedness Convertible Notes made in cash, provided, that, as of the date of any such payment under cash in reliance on this clause (vix) and after giving effect thereto, each shall be subject to satisfaction of the Payment Conditions is satisfied at the time thereof, other than prepayments, redemptions, defeasances, purchases or other acquisitions (and i) of less than $60,000,000 in the case aggregate during the term of any Subordinated this Agreement, or (ii) paid in lieu of fractional shares)) or (y) a required repurchase under the Convertible Notes; provided further that nothing in this Section 6.6 shall prohibit the payment of Indebtedness permitted under this Agreement at the time of the final maturity of the obligations under such Indebtedness, or (ii) make any payment on account of Indebtedness that has been contractually subordinated in any event only right of payment to the extent Obligations if such payment is not permitted at such time under the subordination terms of the subordination thereof);and conditions, or (b) except in connection with the Transactions or any Refinancing Indebtedness permitted by Section 6.1, directly or indirectly, amend, modify, or change any of the terms or provisions of: : (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses (cf), (ep), (q), (t), (u), (v), (z) and or (faa) of the definition of Permitted Indebtedness (A) if such Indebtedness could not have been incurred (including as Refinancing Indebtedness, ) on such terms (Dwithout limiting clause (ii) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, below) or (EB) if such amendment, modification or change could reasonably be expected to affect the interests of the Lenders adversely in the case of any other Material Indebtednessmaterial respect, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries, the Existing Senior Notes, the Convertible Notes or the Senior Secured Notes, in each case if the effect thereof, either individually or in the aggregate, could would reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase or otherwise acquire defease prior to its stated maturity any Indebtedness of any Loan Party Parent and its Subsidiaries that is expressly subordinated in right of payment or make, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: (i) security to the Obligations; provided, however, that Parent or any Subsidiary may optionally prepay, redeem or defease such subordinated Indebtedness (iiincluding any Indebtedness evidenced by the Existing Indenture) obligations under Hedge Agreements; (iiix) secured if (1) in the case of Indebtedness that becomes due as a result evidenced by the Existing Indenture, such prepayment is made solely with the proceeds of Permitted Indebtedness, or (2) both before and immediately after giving effect to such prepayment no Event of Default has occurred and is continuing and Availability is immediately after giving effect to any such prepayment, redemption or defeasance, and is projected to be for the voluntary sale or transfer immediately following 90 day period, not less than the sum of $64,500,000 plus 13% of all Approved Increases, and (y) substantially concurrently with the assets securing such Indebtedness to proceeds from any issuance of capital Stock by the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness Parent not previously applied pursuant to this Section 6.7(a)(i), Section 6.9(p), or clause (gr) of the definition thereof; and (vi) other of Permitted Indebtedness in cashInvestments, provided, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under the terms of the subordination thereof);or (b) directly or indirectly, amendAmend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (A) that is expressly subordinated in right of payment or security to the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under that such amendment, modification or change would be, when taken as a whole, materially adverse to the subordination agreement with respect thereto, or (E) in interests of the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or Lenders, (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party Borrower will not:, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire the Term Debt, the Senior Note Indebtedness, the Preferred Equity, or the Seller Debt, (ii) optionally prepay, redeem, defease, purchase, or otherwise acquire any other Indebtedness of any Loan Party Borrower or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (iA) the ObligationsObligations in accordance with this Agreement, and (B) Permitted Intercompany Advances; (ii) obligations under Hedge Agreements; or (iii) secured make any payment on account of Indebtedness that becomes due as a result has been contractually subordinated in right of the voluntary sale or transfer of the assets securing such Indebtedness payment to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any Obligations if such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent not permitted at such time under the subordination terms of the subordination thereof);and conditions, or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) The Term Debt Documents to the extent that such amendment, modification, or change constitutes a Prohibited Term Debt Document Amendment, (ii) The Senior Note Documents to the extent that such amendment, modification, or change constitutes a Prohibited Senior Notes Amendment, (iii) any other agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except that is not already referenced in clauses (i) or (ii) above other than (A) the Obligations in accordance with this Agreement, and (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses (c), (eg), (h), (i), (j), (k) and (fo) of the definition of Permitted Indebtedness, , (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (iiiv) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, or (v) any Material Contract that is not already referenced in clause (i), (ii), or (iii) above, except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. Each Loan Party will not:, and will not permit any Loan Party or any of its Subsidiaries to, (a) except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness for borrowed money of any Loan Party Holdings or makeits Subsidiaries on or prior to its scheduled repayment or maturity date (it being understood that payments of regularly scheduled principal, directly or indirectlyinterest and mandatory prepayments shall be permitted), any optional or voluntary payment other than (A) the Obligations in respect of any such accordance with this Agreement, (B) Permitted Intercompany Advances, (C) Permitted Purchase Money Indebtedness, except for payments of: (iD) additional prepayments of Indebtedness in an aggregate amount not to exceed $500,000 (calculated on a Pro Forma Basis)), in the Obligationsaggregate, so long as no Event of Default exists or shall result therefrom and (E) additional prepayments of Indebtedness in an amount not to exceed the Available Amount immediately prior to the time of the making of such prepayment so long as (x) no Event of Default shall have occurred and be continuing or would result therefrom, and (y) on a pro forma basis after giving effect to such payment, Holdings and its Subsidiaries shall have a Leverage Ratio as of the last day of the most recently ended test period on or prior to the date of determination of not greater than 7.50:1.00; or (ii) obligations under Hedge Agreements; (iii) secured make any payment on account of Indebtedness that becomes due as a result has been contractually subordinated in right of the voluntary sale or transfer of the assets securing such Indebtedness payment to the extent such sale or transfer is permitted hereunder; Obligations (ivincluding the Indebtedness evidenced by the Seller Note) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any if such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent not permitted at such time under the subordination terms of the subordination thereof);and conditions, or (b) directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (A) Indebtedness (including, for the avoidance of doubt, unsecured Indebtedness) of any Loan Party or its Subsidiaries that is subordinated in right of payment to the Obligations in accordance with this Agreement, (including the Indebtedness evidenced by the Seller Note) or (B) obligations under Hedge Agreements, (C) any Indebtedness permitted under clauses (c), (e) and (f) of any Loan Party or its Subsidiaries that is secured by a Lien on the definition of Permitted Indebtedness, (D) Subordinated Indebtedness Collateral that is junior to the extent permitted under the subordination agreement with respect theretoAgent’s Liens, or (E) unless, solely in the case of this clause (B), the amendment, modification or change of such terms or provisions does not involve (x) the payment terms (including any provisions regarding interest rates, principal or interest payment or prepayment amounts, total principal amounts or similar or related terms and provisions) of or subordination provisions respecting any such Permitted Indebtedness or (y) any other Material Indebtednessmaterial provisions of such Permitted Indebtedness except to the extent that (1) no Default or Event of Default exists at the time or results by virtue of any such amendment, after prior written notice modification or other alteration and (2) such amendment, modification or other alteration could not reasonably be expected to Lenderbe materially adverse to the interests of Agent and Lenders; provided that in no event shall any amendment, modification or change in respect of any term or provision of any such Indebtedness that is expressly permitted (other than by cross-reference to amend or modify this Agreement) by the terms thereof to forgive or cancel any portion of the applicable subordination provisions (if any) in respect of such Indebtedness (other than pursuant be deemed to payment thereof) or be materially adverse to reduce the interest rate or any fees in connection therewithinterests of Agent and the Lenders, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party will not:Except in connection with Refinancing Indebtedness permitted by Section 6.1, (a) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of Parent, Borrower, or Borrower's Subsidiaries, other than the Obligations in accordance with this Agreement; provided, however, that so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Parent may prepay the Indebtedness described in Section 6.1(h) with the Net Cash Proceeds of the Permitted Parent Indebtedness that is incurred on or before December 31, 2005, or a Parent Rights Offering, (b) make any Loan Party or make, directly or indirectly, any optional or voluntary mandatory payment in respect (if any) on account of any such Indebtedness, except for payments of: (i) the Obligations; First Lien Obligations to the extent prohibited under the Intercreditor Agreement, (ii) obligations under Hedge Agreements; (iii) secured the Indebtedness that becomes due as a result of evidenced by the voluntary sale or transfer of the assets securing such Indebtedness Subordinated Notes to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted prohibited under the terms of the Subordinated Notes or (iii) any Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the applicable subordination thereof);terms and conditions, or (bc) directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of: (i) conditions of any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses Sections 6.1(b), (c), (eg), or (h); provided, however, that (i) nothing in this Section 6.7(c) shall prohibit the amendment or modification of any of the Bank Credit Documents (to the extent such amendment, modification, alteration, increase or change is not prohibited under the Intercreditor Agreement), and (fii) Parent, Borrower, or any of Borrower's Subsidiaries may directly or indirectly amend, modify, alter, increase, or change any of the definition terms of Permitted conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 6.1(b), (c), or (h) so long as (A) such amendment, modification, alteration, increase or change does not result in an increase in the principal amount of such Indebtedness, (B) after giving effect to such proposed amendment, modification, alteration, increase or change, the interest rate with respect to such Indebtedness is consistent with market terms then existing, (C) such amendment, modification, alteration, increase or change does not result in a shortening of the average weighted maturity of such Indebtedness (provided, however, that such amendment, modification, alteration, increase or change may result in a shortening of the average weighted maturity of the Indebtedness so refinanced, renewed, or extended so long as the maturity for all of the principal that is due in respect of such Indebtedness is a date that is at least 1 year after the Maturity Date), (D) Subordinated if the Indebtedness that is the subject of such amendment, modification, alteration, increase or change was subordinated in right of payment to the extent permitted under Obligations, then after giving effect to such amendment, modification, alteration, increase or change, the subordination agreement with respect theretoterms and conditions of such Indebtedness must be at least as favorable to Lenders as those that were applicable to the Indebtedness prior to such amendment, modification, alteration, increase or change, and (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify Indebtedness that is the terms thereof to forgive or cancel any portion subject of such Indebtedness (amendment, modification, alteration, increase or change is not recourse to any Person that is liable on account of the Obligations other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) the Governing Documents of any Loan Party if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse those Persons which were obligated with respect to the interests Indebtedness that is subject of Lendersuch amendment, modification, alteration, increase or change.

Prepayments and Amendments. Each Loan Party will not:, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1 or pursuant to the Plan of Reorganization, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire the principal amount of any Indebtedness of any Loan Party or makeits Subsidiaries (and, directly or indirectlyfor the avoidance of doubt, any optional mandatory prepayment or voluntary payment redemption of Indebtedness arising by virtue of any requirements under the terms thereof in respect of mandatory prepayments or offers to repay or redeem in connection with any such Indebtednessasset sale, except for payments of: recovery event, change of control, or similar event shall not be prohibited hereunder), other than (iA) the Obligations; Obligations in accordance with this Agreement, (iiB) obligations under Hedge Agreements; Permitted Intercompany Advances (iii) secured Indebtedness that becomes due as a result other than of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to type described in clause (gc) of the definition thereof; and such definition), (viC) other Permitted any Indebtedness in cash, provided, thatan aggregate amount not to exceed $5,000,000 in the aggregate during the term of this Agreement so long as, as of the date of any such payment under this clause (vi) and after giving effect thereto, each no Default or Event of Default shall exist or have occurred and be continuing, and (D) any other Indebtedness (including Permitted Intercompany Advances of the type described in clause (c) of such definition ) so long as (1) the Payment Conditions are satisfied, (2) Agent shall have received no less than three (3) Business Days prior written notice of such transaction or payment (or such shorter period as Agent may agree) and (3) Agent shall have received a Payment Conditions Certificate, or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is satisfied (not permitted at such time under the applicable subordination terms and in the case of any Subordinated conditions for such Indebtedness, in any event only to the extent permitted under the terms of the subordination thereof);or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any of the Term Loan Documents or Incremental Term Loan Documents other than in accordance with the terms of the Plan of Reorganization or the Intercreditor Agreement; (ii) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (A) that is contractually subordinated to the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant the Permitted Intercompany Advances) unless such amendment, modification or change could not reasonably be expected to payment thereof) or be materially adverse to reduce the interest rate or any fees in connection therewith, or to make interests of the terms thereof less restrictive or burdensome to such Loan Party; or Lenders, (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, or (iv) any Material Contract except in accordance with the Plan of Reorganization or to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with Refinancing Indebtedness permitted by Section 7.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party or makeany of its Subsidiaries, directly other than (A) the Obligations in accordance with this Agreement or indirectlya Bank Product Agreement, any optional or voluntary payment (B) Permitted Intercompany Advances, (C) Indebtedness owing under the Term Loan Agreement, (D) Indebtedness owing under the Convertible Notes, subject at all times to the subordination provisions set forth in respect the Convertible Notes, (E) the conversion of any such Indebtedness to Stock (other than Prohibited Preferred Stock) of Parent or any prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness with the proceeds of issuance of Stock of Parent, (F) any AHYDO “catch-up” payments (including payment of any interest and principal amounts intended to prevent the applicable Indebtedness from being treated as an “Applicable High Yield Discount Obligation” within the meaning of Section 163(i)(1) of the IRC) and payments of regularly scheduled principal and interest (including default interest) and indemnity and expense reimbursement payments, in each case pursuant to the terms governing any Indebtedness, except for payments of: and (G) any other prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness so long as immediately before and immediately after giving effect to any such prepayment (i) the Obligations; no Event of Default exists, and (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied are satisfied. (and ii) make any payment on account of Indebtedness that has been contractually subordinated in the case right of any Subordinated Indebtedness, in any event only payment to the extent Obligations if such payment is not permitted at such time under the subordination terms of the subordination thereof);and conditions, or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: , (i) any agreement, instrument, document document, indenture or other writing evidencing or concerning Permitted Indebtedness except for borrowed money in an aggregate outstanding principal amount in excess of $250,000, in each case in a manner that is materially adverse to Lender’s interests under the Loan Documents, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) obligations under Hedge AgreementsPermitted Intercompany Advances, (C) any Term Loan Document if such amendment, modification or change is permitted under the Intercreditor Agreement and (D) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness, ; (Dii) Subordinated Indebtedness any Material Contract except to the extent permitted under the subordination agreement with respect theretothat such amendment, modification, or (E) change could not, individually or in the case of any other aggregate, reasonably be expected to result in a Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness Adverse Change; or (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lender.

Prepayments and Amendments. Each Loan Party will not:Except in connection with a refinancing permitted by Section 6.1(d), (a) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party Borrower or makeany Subsidiary of a Borrower, directly or indirectly, any optional or voluntary payment other than the Obligations in respect of any such accordance with this Agreement and other than the Senior Creditor Indebtedness, except for payments of: (i) the Obligations; (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under the terms of the subordination thereof);, (b) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions related to such Indebtedness, (c) directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of: (i) conditions of any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses Section 6.1(b), (c), (d), (g), or (h), (d) directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of or waive any of its rights under any Material Contract (other than any Senior Creditor Agreement) in any manner materially adverse to any Borrower or the Lender Group, or (e) and (f) without the prior written consent of the definition Agent, directly or indirectly, amend, modify, alter, increase, or change any of Permitted Indebtedness, (D) Subordinated Indebtedness the terms or conditions of any Senior Creditor Agreement to the extent permitted that such amendment, modification, alteration, increase, or change would (i) increase the sum of (without duplication) the principal balance of the Senior Creditor Indebtedness and the aggregate face amount of the “Letters of Credit” (as defined in the Senior Creditor Loan Agreement) issued under the subordination agreement with respect theretoSenior Creditor Agreements by an amount greater than $15,000,000, (ii) increase the “Applicable Margin” or (E) in the case similar component of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate by more than 3% per annum (excluding increases resulting from the accrual of interest at the default rate) or (iii) extend the scheduled maturity of the Senior Creditor Indebtedness or any fees in connection therewith, refinancing thereof beyond the scheduled maturity of the Subordinated Creditor Indebtedness or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) the Governing Documents of any Loan Party if the effect refinancing thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lender.

Prepayments and Amendments. Each Loan Party No Borrower will, and no Borrower will not:permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party Borrower or makeits Subsidiaries, directly or indirectlyother than (A) the Obligations in accordance with this Agreement, any optional or voluntary payment in respect (B) Permitted Intercompany Advances, and (C) Indebtedness of any such IndebtednessBorrower or any of their Subsidiaries not to exceed $500,000 in the aggregate so long as, except for payments of: (i) solely in the Obligations; (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result case of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any such payment under this clause (viC) both before and after giving effect thereto, each of the Payment Conditions are satisfied, or (ii) make any payment on account of Indebtedness (A) of the type described on Schedule 4.14 hereof owing by a Loan Party to a Subsidiary that is satisfied not a Loan Party or any Refinancing Indebtedness in respect thereof unless (x) the aggregate amount of all such Indebtedness paid from and after the Closing Date does not exceed $4,250,000, less the amount of loans and other Investments outstanding at any time pursuant to clause (d)(i) of the definition of Permitted Intercompany Advances, (y) at the time of the making of such payment, no Event of Default has occurred and is continuing or would result therefrom, and (z) Borrowers have Excess Availability of $22,000,000 or greater immediately after giving effect to each such payment, provided that any forgiveness or cancellation by such Subsidiary that is not a Loan Party of Indebtedness of the type described in this clause (A) shall be permitted regardless of whether the case foregoing clauses (x) through (z) are satisfied, or (B) that has been contractually subordinated in right of any Subordinated Indebtedness, in any event only payment to the extent Obligations if such payment is not permitted at such time under the subordination terms of the subordination thereof);and conditions, or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge AgreementsPermitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (eh), (j) and (fk) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any (A) any Indebtedness of any Loan Party or makeits Subsidiaries that is secured by a Lien on the Collateral that is junior to Agent's Liens, directly (B) any unsecured Indebtedness having an outstanding principal amount greater than $10,000,000, or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: (iC) the Obligations; Notes Indebtedness other than (iix) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale prepayments, redemptions, defeasances, purchases or transfer is permitted hereunder; other acquisitions are made with proceeds of a capital contribution received by Parent and contributed to Borrowers, (ivy) to the extent such prepayments are made with proceeds of Refinancing Indebtedness owing to another Loan Party; or (vz) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, so long as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions are satisfied, or (ii) make any payment on account of Subordinated Indebtedness if such payment is satisfied (not permitted at such time under the subordination terms and in the case of any conditions applicable to such Subordinated Indebtedness, in any event only to the extent permitted under the terms of the subordination thereof);or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: of (i) the Notes Indebtedness in violation of the Intercreditor Agreement or if such amendment, modification or change would (1) increase the any agreementinterest rate by more than 2.00 percentage points per annum (excluding increases resulting from the accrual of interest at the default rate) or add any new recurring fees, instrument(2) change to earlier dates any dates upon which payments of principal or interest are due thereon, document (3) change the redemption, mandatory prepayment, or defeasance provisions thereof in a manner adverse to the Secured Loan Parties, (4) change any covenants, defaults, or events of default under any Notes Document (including the addition of covenants, defaults, or events of default not contained in the Notes Documents as in effect on the date hereof) to restrict any Secured Loan Party from making payments of the Obligations that would otherwise be permitted under the Notes Documents as in effect on the date hereof, (5) change any financial covenant in a manner adverse to Secured Loan Parties thereunder, (6) change any default or event of default thereunder in a manner adverse to Secured Loan Parties thereunder, (6) add any restrictions on the refinance of the Obligations, (7) reduce the amount of the Obligations permitted under the Indenture, or (8) increase the non-monetary obligations of Secured Loan Parties thereunder or confer any additional rights on the Noteholder Collateral Agent or other writing evidencing or concerning Permitted holders of the Notes Indebtedness except that would be materially adverse to the Lenders (A) it being understood that Liens covering additional collateral in favor of the Obligations in accordance with this Agreement, Noteholder Collateral Agent which are permitted by clause (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses (c), (e) and (fu) of the definition of Permitted Liens and the Intercreditor Agreement shall not violate this clause (8)), (ii) Subordinated Indebtedness or any other Indebtedness of any Loan Party or its Subsidiaries that is secured by a Lien on the Collateral that is junior to Agent's Liens to the extent such amendment, modification or change would violate any the subordination terms and conditions (if any) applicable to such Indebtedness, (Diii) Subordinated any Permitted Indebtedness except to the extent permitted under such amendment, modification or change is not individually or in the subordination agreement with respect theretoaggregate, materially adverse to the interests of the Lenders, (iv) any material contractual obligation of a Secured Loan Party (other than the Note Indenture Agreement which is addressed in clause (i) above) of any Designated Loan Party except to the extent that such amendment, modification, or change is not, individually or in the aggregate, materially adverse to the interests of the Lenders, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (iiv) the Governing Documents of any Secured Loan Party if the effect thereof, either individually or in the aggregate, could would reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with Earn-outs, Permitted Senior Unsecured Debt Refinancings and Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party Parent or makeits Subsidiaries, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (iA) the Obligations; Obligations in accordance with this Agreement and (B) Permitted Intercompany Advances, or, (ii) obligations under Hedge Agreements; (iii) secured make any payment on account of Indebtedness that becomes due as a result has been contractually subordinated in right of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any payment if such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent not permitted at such time under the subordination terms of the subordination thereof);and conditions. (b) Except with respect to Earn-outs and the Obligations, directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) of any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (Aother than (x) the Obligations in accordance with this Agreement, Permitted Intercompany Advances and (B) obligations under Hedge Agreements, (Cy) Indebtedness permitted under clauses (c), (e), (f), (h), (i), (j), (k), (l), (m), (r) and (fs) of the definition of Permitted Indebtedness) if (1) such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Permitted Indebtedness, (2) would increase the interest rate applicable to such Permitted Indebtedness, (3) would change the subordination provision, if any, of such Permitted Indebtedness, or (4) would otherwise be adverse to the Lenders or the issuer of such Permitted Indebtedness in any material respect; provided that, notwithstanding the foregoing, the Senior Unsecured Debt Documents shall not amended, modified or supplemented to (A) increase the maximum principal amount of the Senior Unsecured Debt, (B) increase the rate of interest on any of the Senior Unsecured Debt, (C) change the dates upon which payments of principal or interest on the Senior Unsecured Debt are due, (D) Subordinated Indebtedness change or add any event of default or any covenant with respect to the Senior Unsecured Debt, (E) change any redemption or prepayment provisions of the Senior Unsecured Debt, (F) alter the subordination provisions with respect to the Senior Unsecured Debt, including, without limitation, subordinating the Senior Unsecured Debt to any other indebtedness, (G) take any liens or security interests in any assets of any Loan Party, or (H) change or amend any other term of the Senior Unsecured Debt Documents if such change or amendment would result in an Event of Default, increase the obligations of any Loan Party or confer additional material rights on any holder of the Senior Unsecured Debt in a manner adverse to any Loan Party, Agent or any Lenders. (c) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any Material Contract except to the extent permitted under that the subordination agreement with respect theretoeffect thereof, either individually or (E) in the case of any other aggregate, could not reasonably be expected to result in a Material IndebtednessAdverse Change, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party will not:, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1 or with Qualified Equity Interests, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party or makeits Subsidiaries, directly other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) the 2023 Senior Notes, so long as (1) such payment is made solely with Pass-Through Proceeds or indirectlyExcluded Equity Proceeds, any optional or voluntary (2) at the time such payment on the 2023 Senior Notes is made and immediately after giving effect thereto, no Event of Default exists, (3) the Administrative Borrower shall have given Agent prior written notice of such payment, and (4) on the date on which such payment is made, the Administrative Borrower shall have provided Agent with a certificate of a Responsible Officer regarding such payment in respect of any which such Indebtedness, except for payments of: Responsible Officer (iaa) certifies that the Obligationsconditions precedent to such payment set forth in the foregoing clauses (1) through (3) have been satisfied; (iibb) obligations under Hedge Agreements; demonstrates to Agent’s satisfaction that the proceeds used to make such payment constituted either (iiix) secured Indebtedness Pass-Through Proceeds (including by demonstrating that becomes due as a result of such proceeds satisfy the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of conditions set forth in the definition thereofof “Pass-Through Proceeds”) or (y) demonstrates to Agent’s satisfaction that the proceeds used to make such payment constituted Excluded Equity Proceeds (including by demonstrating that such proceeds satisfy the conditions set forth in the definition of “Excluded Equity Proceeds”); and (vicc) other Permitted Indebtedness in cashattaches thereto a Pass-Through Proceeds Accounting or Excluded Equity Accounting, provided, that, as applicable (all of which shall be prepared as of the date of any on which such payment under this clause (vi) is to be made and after giving effect thereto), each of with respect to all proceeds used to make such payment, or (E) any Indebtedness so long as the Payment Conditions is satisfied are satisfied, or (and ii) make any payment on account of Indebtedness that has been contractually subordinated in the case right of any Subordinated Indebtedness, in any event only payment to the extent Obligations if such payment is not permitted at such time under the subordination terms of the subordination thereof);and conditions, or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: : (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge AgreementsObligations, (C) Permitted Intercompany Advances, and (D) Indebtedness permitted under clauses (c), (e) h), and (fk) of the definition of “Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) the Governing Documents of any Loan Party ” if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with a refinancing permitted by Section 7.1(d), prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party or makeBorrower, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: other than (i) the Obligations; (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under the terms of the subordination thereof); (b) directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (ii) the Second Lien Obligations to the extent expressly permitted by the Intercreditor Agreement, (iii) the Existing Subordinated Debt in accordance with the terms hereof and the Existing Indenture provided that (A) no Default or Event of Default has occurred or will be caused thereby and (B) obligations not more than $2,400,000 from the proceeds of Advances shall be used for payments or prepayments of principal of the Existing Subordinated Debt, and (iv) Indebtedness under Hedge AgreementsPermitted Affiliate Transactions to the extent the repayment thereof is permitted by the Intercompany Subordination Agreement; (b) Except in connection with a refinancing permitted by Section 7.1(d), (C) directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning the Existing Subordinated Debt or any Indebtedness permitted under clauses Sections 7.1(b) or (c); and (c) Directly or indirectly, (e) and (f) amend, modify, alter, increase, or change any of the definition terms or conditions of Permitted Indebtednessany Second Lien Debt Documents, (D) Subordinated Indebtedness except to the extent permitted under the subordination agreement Intercreditor Agreement; provided, that, in the event any such amendment, modification or change results in the addition of any event of default, representation, warranty or any covenant with respect theretoto the Second Lien Obligations or modifies any existing event of default, representation, warranty or (E) in covenant which would have the case effect of any other Material Indebtednessmaking such event of default, after prior written notice representation, warranty or covenant more restrictive as to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate Borrowers or any fees of them, then, upon request by Agent, Borrowers shall effect a similar amendment or modification to the applicable Loan Document which shall maintain any “cushion” between the Second Lien Debt Documents and the Loan Documents in connection therewith, or to make the terms thereof less restrictive or burdensome existence prior to such Loan Party; amendment or (ii) the Governing Documents of any Loan Party if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lendermodification.”

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of Parent or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) so long as no Default or Event of Default then exists or would be caused thereby, within one hundred eighty (180) days after the end of each calendar year (or such longer period as shall be required under any Loan Party or makeapplicable securities laws and regulations), directly or indirectlypurchase Securities (as defined in the Indenture on the Closing Date) tendered for purchase pursuant to an Excess Cash Flow Offer (as defined in the Indenture on the Closing Date) in an aggregate amount not to exceed for such calendar year, any optional or voluntary payment in respect together with the amount of any Restricted Payments made pursuant to Section 6.9(g), the Excess Cash Flow Amount (as defined in the Indenture on the Closing Date) for such Indebtedness, except for payments of: (i) the Obligations; calendar year, (ii) obligations under Hedge Agreements; (iii) secured make any payment on account of Indebtedness that becomes due as a result has been contractually subordinated in right of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any payment if such payment is not permitted at such time under this clause the subordination terms and conditions, or make any payments on account of Indebtedness (viincluding, without limitation, payments of interest) and after giving effect thereto, each of evidenced by the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent Note Documents except as expressly permitted under the terms of the subordination thereof);Section 6.9 hereof, or (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: , (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except permitted under Section 6.1 and not specifically mentioned in clause (iii) below, other than (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge AgreementsPermitted Intercompany Advances, and (C) Permitted Indebtedness permitted under clauses other than Permitted Indebtedness described in clause (c), (e) and (fb) of the definition of Permitted Indebtedness, ATI-2336232v16 34 (ii) any Material Contract (other than any Material Contract referenced under clause (i) above or clauses (iii) or (iv) below) except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate with other changes to such Material Contract, reasonably be expected to be materially adverse to the interests of the Lenders, (iii) any of the Senior Note Documents or any of the Subordinated Note Documents in any manner that would (i) have the effect of (A) increasing principal, interest, fee or other payment obligations thereunder, (B) adding collateral or other guarantors, (C) shortening the maturity or increasing the amortization of the obligations thereunder, or (D) Subordinated Indebtedness making the covenants, defaults or other provisions thereof more burdensome or (ii) otherwise could reasonably be expected to be materially adverse to the extent permitted under interests of the subordination agreement with respect theretoLenders, (iv) any of the Management Agreements in any manner that would have the effect of (i) increasing payment obligations thereunder, or (Eii) in a manner materially adverse to the case interests of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate Parent or any fees of its Subsidiaries or any member of the Lender Group, or (v) any Syscon Purchase Document in any manner that would (A) have the effect of (1) increasing the Syscon Earn Outs or other consideration paid by any Loan Party in connection therewithwith the Syscon Purchase Documents, (2) accelerating the payment date for the Syscon Earnouts, or (3) in a manner materially adverse to make the terms thereof less restrictive interests of the Parent or burdensome to such Loan Party; any of its Subsidiaries or any member of the Lender Group, or (iivi) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party Borrower will not, and will not permit any of its Subsidiaries to: (a) prepayPrepay, repay, redeem, purchase, defease, purchase or otherwise or acquire for value (including (x) by way of depositing with any Indebtedness trustee with respect thereto money or securities before due for the purpose of paying when due and (y) at the maturity thereof) any Junior Indebtedness, or make any payment in violation of any Loan Party subordination terms of any Junior Indebtedness, except: (i) so long as no Default or makeEvent of Default then exists or would be caused thereby, directly regularly scheduled or indirectlymandatory repayments, repurchases, redemptions or defeasances of Junior Indebtedness, provided that such payments of Subordinated Indebtedness shall be in accordance with the subordination terms thereof or the subordination agreement applicable thereto, (ii) in connection with Refinancing Indebtedness permitted by Section 6.1 and in compliance with any optional subordination provisions applicable thereto, (iii) payments and prepayments of Junior Indebtedness made solely with proceeds of any issuance of Qualified Equity Interests of Borrower, or voluntary payment any capital contribution in respect of Qualified Equity Interests of Borrower, so long as immediately before and after giving effect to any such Indebtednesspayment or prepayment, except for no Default or Event of Default then exists, (iv) (A) payments of: (i) the Obligations; (ii) obligations under Hedge Agreements; (iii) secured and prepayments of Junior Indebtedness that becomes due as a result of the voluntary sale conversion of all or transfer any portion of such Junior Indebtedness into Qualified Equity Interests of Borrower, and (B) payments of interest in respect of Junior Indebtedness in the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; form of payment in kind interest constituting Permitted Indebtedness, (v) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, payments and prepayments in respect of Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cashIntercompany Advances, provided, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted by the Intercompany Subordination Agreement, if applicable, and (vi) without limiting and in addition to the exceptions permitted in clauses (i) through (v) above, prepayments, redemptions, purchases, defeasances and payments in respect of Junior Indebtedness prior to their scheduled maturity; provided that (i) at the time of such prepayment, redemption, purchase, defeasance or other payment, no Event of Default has occurred and is continuing or would result therefrom and (ii) Borrower demonstrates (x) that the Consolidated Leverage Ratio is not greater than 2.75 to 1.00 and (y) that the aggregate amount of all cash and Cash Equivalents of Borrower and its Subsidiaries that are unrestricted and not subject to any Lien (other than any Permitted Lien) plus availability under the terms Revolving Credit Facility is greater than $25,000,000, in each of the subordination thereof);clauses (x) and (y) calculated on a pro forma basis after giving effect to such prepayment, redemption, purchase, defeasance or other payment and any Indebtedness incurred in connection therewith. (b) directly Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted any Junior Indebtedness except (A) in any respect which, individually or in the Obligations in accordance with this Agreementaggregate, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses (c), (e) and (f) could reasonably be expected to be materially adverse to the interest of the definition Lenders or in violation or contravention of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under subordination terms thereof or the subordination agreement with respect applicable thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or or (ii) the Quanex Incentive Plans or the Governing Documents of any Loan Party or any of its Subsidiaries, in each case, if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with a refinancing permitted by Section 7.1(h), prepay, redeem, retire, defease, purchase purchase, or otherwise acquire any Indebtedness of owing to any Loan Party or makethird Person (including, directly or indirectlybut not limited to, any optional or voluntary payment the Unsecured Notes), other than the Obligations in respect of any such Indebtednessaccordance with this Agreement (provided, except for payments of: however, that Borrower shall be permitted to (i) pay off the Obligations; Permitted Indebtedness described in Schedule 7.1 other than the Duke Energy production payments and other production payments, (ii) obligations under Hedge Agreements; retire the $7,040,000 in Unsecured Notes repurchased by Borrower during December, 1998, provided such Unsecured Notes were not reissued by Borrower, and (iii) secured Indebtedness that becomes due repurchase or redeem or retire up to an additional $10,000,000 in the original face amount of the Unsecured Notes as long as, as a condition precedent thereto, (x) no Default or Event of Default then exists or reasonably could be expected to result of the voluntary sale or transfer of the assets securing therefrom, (y) Borrower at such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cashtime, provided, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each has at least an aggregate amount of $5,000,000 of Availability and unrestricted immediately available cash on hand reserving as an additional deduction from Availability an amount determined by Agent in its sole discretion that would be sufficient to maintain Borrower's and its Subsidiaries' accounts payable and other current liabilities within reasonable terms, and (z) Borrower has paid to Agent the Payment Conditions is satisfied (and fee described in the case of any Subordinated IndebtednessSection 2.11(f) with respect thereto), in any event only to the extent permitted under the terms of the subordination thereof);and (b) directly Directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of: (i) conditions of any agreement, instrument, document document, indenture (including, but not limited to, the Unsecured Notes Indenture, except in connection with a recapitalization permitted pursuant to Section 7.3(a)), or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses Section 7.1(b) (c), except for (ei) and the volumetric production payment (f) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (Ewhich shall not be payable in cash) in favor of Duke Energy, provided that any such amendment does not require the case payment of any other Material Indebtedness, after prior written notice to Lender, to amend cash or modify increase or accelerate the terms thereof to forgive or cancel any portion obligations of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate Borrower or any fees in connection therewithof its Subsidiaries thereunder, or to make the terms thereof less restrictive or burdensome to such Loan Party; or and (ii) the Governing Documents of any Loan Party if the effect thereofother indebtedness permitted under Section 7.1 which does not, either individually as amended, modified, altered, increased or changed, exceed for all such other indebtedness $800,000 in the aggregate), could reasonably be expected to be materially adverse to the interests of LenderSection 7.1(c) or Section 7.1(d).

Prepayments and Amendments. Each Loan Party will not: (a) prepayPrepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of any Loan Party Borrower or makeany Guarantor under the Senior Note Documents, directly except mandatory redemptions of the Notes (as such term is defined in the Indenture) pursuant to Section 3.08 of the Indenture, solely if and to the extent necessary to comply with mandatory provisions of Applicable Gaming Laws; and (b) Prepay, redeem, defease, purchase, or indirectly, otherwise acquire any optional or voluntary payment in respect Indebtedness of any such IndebtednessBorrower or any Guarantor (other than the Obligations and the Guarantor Obligations in accordance with this Agreement and the other Loan Documents, except for payments ofand other than Indebtedness of any Borrower or any Guarantor under the Senior Note Documents), except: (i) the Obligationsin connection with a refinancing permitted by Section 7.1(d); or (ii) obligations so long as (A) after giving effect to such prepayment, redemption, defeasance, purchase, or other acquisition of such Indebtedness, Borrower shall have Availability and unrestricted cash and Cash Equivalents in an amount of not less than $20,000,000, and (B) no Event of Default has occurred and is continuing or would result therefrom (including under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result Section 8.10 hereof), up to $10,000,000 in the aggregate of the voluntary sale or transfer of the assets securing such Indebtedness if and to the extent such sale or transfer is identified in an Officer's Certificate by Administrative Borrower to Agent as permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any such payment under this clause (viii) and after giving effect theretoof Section 7.8(b), each which Officer's Certificate shall be accompanied by evidence, satisfactory to Agent in its Permitted Discretion, that (y) the prepayment, redemption, defeasance, purchase, or other acquisition of the Payment Conditions is satisfied (and in the case of any Subordinated such Indebtedness, in any event only to together with all other prior and concurrent prepayments, redemptions, defeasances, purchases, and other acquisitions of such Indebtedness under this clause (ii), do not exceed $10,000,000, and (z) the extent prepayment, redemption, defeasance, purchase, or other acquisition of such Indebtedness is permitted under the terms of the subordination thereof);Indenture; and (bc) Except in connection with a refinancing permitted by Section 7.1(d), directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of: conditions of (i) any Senior Note Document, or (ii) any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses Sections 7.1(b) or (c), (e) and (f) of the definition of Permitted Indebtedness, (D) Subordinated Indebtedness to the extent permitted under the subordination agreement with respect thereto, or (E) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or (ii) the Governing Documents of any Loan Party if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lender.

Prepayments and Amendments. Each Loan Party will not: (a) Except in connection with a refinancing permitted by Section 7.1(d), prepay, redeem, defease, purchase purchase, or otherwise acquire any Indebtedness of Borrower or any Loan Party Subsidiary of Borrower, other than the Obligations in accordance with this Agreement, Provide, however, that Borrower may repurchase the Indebtedness under the Indenture on or makebefore October 1, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: (i) 2002 so long as the Obligations; (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result purchase price therefor does not exceed 100% of the voluntary sale or transfer of face value thereof, plus any accrued and unpaid interest thereon, and the assets securing notes evidencing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cashpurchased are cancelled, provided, that, as of the date of any such payment under this clause (vi) and after giving effect thereto, each of the Payment Conditions is satisfied (and in the case of any Subordinated Indebtedness, in any event only to the extent permitted under the terms of the subordination thereof);and (b) Except in connection with a refinancing permitted by Section 7.1(d), directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of: (i) conditions of any agreement, instrument, document document, indenture, or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses Sections 7.1(b) or (c), ) that (ei) and (f) increases the principal amount of the definition of Permitted such Indebtedness, (Dii) Subordinated Indebtedness to increases the extent permitted under the subordination agreement interest rate with respect theretoto such Indebtedness, (iii) increases the frequency or amount or shortens the maturity of any payments of principal or interest thereof, or (Eiv) makes such agreement, instrument, document, indenture or other writing materially more restrictive on Borrower or any Subsidiary of Borrower or adversely affects in any material respect (x) Borrower’s, any Subsidiary of Borrower’s, Agent’s, or any Lender’s rights or interest thereunder or hereunder or under the case Loan Documents in any material respect or (y) Borrower’s ability to fulfill its obligations hereunder or under the Loan Documents. (c) Directly or indirectly amend, modify, alter, increase or change any of the terms or conditions of any other Material Indebtednessof the following documents in any manner adverse to Borrower, after prior written notice to Lenderany Subsidiary of Borrower, to amend Agent or modify the terms thereof to forgive or cancel any portion Lenders: (i) that certain Asset Purchase Agreement dated as of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewithApril 23, or to make the terms thereof less restrictive or burdensome to such Loan Party; or 2001 between Orbital Communications, OGLP Acquisition Sub LLC and OGLP Acquisition Sub II Corp., (ii) that certain letter agreement dated December 4, 2001 between Borrower and Boeing, (iii) that certain letter agreement dated as of April 12, 2001 among Borrower, Orbital Holdings (f/k/a MDA Holdings Corporation), and the Governing Documents purchasers and optionholders party thereto concerning Borrower’s sale of any Loan Party if its stock in M▇▇▇▇▇▇▇▇, D▇▇▇▇▇▇▇▇ and Associates Ltd., (iv) that certain Amended and Restated Registration Rights Agreement dated as of May 30, 2001 among Borrower, Orbital Holdings (f/k/a MDA Holdings Corporation), and the effect thereofpurchasers and optionholders party thereto concerning Borrower’s sale of its stock in M▇▇▇▇▇▇▇▇, either individually or D▇▇▇▇▇▇▇▇ and Associates Ltd., and (v) that certain Option and Ancillary Rights Agreement dated as of May 30, 2001 among Borrower, Orbital Holdings (f/k/a MDA Holdings Corporation), and the purchasers and optionholders party thereto concerning Borrower’s sale of its stock in the aggregateM▇▇▇▇▇▇▇▇, could reasonably be expected to be materially adverse to the interests of Lender.D▇▇▇▇▇▇▇▇ and Associates Ltd.