Common use of Certain Payments of Debt and Amendments Clause in Contracts

Certain Payments of Debt and Amendments. (a) Except as permitted hereunder, make any payment, prepayment, redemption, retirement, defeasance, purchase or sinking fund payment or other acquisition for value of any of its Indebtedness other than the Indebtedness hereunder or under the other Loan Documents or under the DIP Term Loan Documents and the Prepetition Term Loan Documents (solely to the extent of the Permitted Term Roll-Up) (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or otherwise set aside or deposit or invest any sums for such purpose, except that: (i) Loan Parties may make regularly scheduled payments of interest in respect of Indebtedness permitted under clauses (w), (x) and (y) of the definition of Permitted Indebtedness as and when due in respect of such Indebtedness in accordance with the terms of the Prepetition Term Loan Documents, the DIP Term Loan Documents and the Prepetition Senior Loan Documents in effect as of the Closing Date; (ii) Loan Parties may make payments expressly set forth in the Approved Budget; (iii) [reserved]; (iv) [reserved]; (v) [reserved]; and (vi) as to payments in respect of any other Permitted Indebtedness not subject to the provisions above in this Section 6.7, Borrowers and Guarantors may make payments of regularly scheduled principal on the scheduled maturity thereof (and in the case of Indebtedness that has been contractually subordinated in right of payment to the Obligations or subject to an intercreditor agreement with Agent solely to the extent such payment is permitted at such time under the subordination and/or intercreditor terms and conditions set forth therein or applicable thereto). (b) Borrowers shall not, and shall not permit any of their Subsidiaries, directly or indirectly, to amend, modify, or change (or permit the amendment, modification or other change in any manner of) any of the terms or provisions of: (i) any agreements, documents or instruments in respect of any agreements related to the Indebtedness permitted under clause (p) of the definition of Permitted Indebtedness; (ii) the certificate of incorporation, memorandum and articles of association, certificate of formation, limited liability agreement, limited partnership agreement or other organizational documents of any Loan Party; (iii) any of the Specified Equipment Lease Documents; (iv) the Prepetition Term Loan Documents, the DIP Term Loan Documents and the Prepetition Senior Loan Documents, except in accordance with the terms of the DIP Intercreditor Agreement; (v) [reserved]; and (vi) the Management Agreement, the Consulting Agreement or any other agreement listed on Schedule 6.12(d) except with the prior written consent of the Required Lenders.

Certain Payments of Debt and Amendments. (a) Except as permitted hereunder, make Make any payment, prepayment, redemption, retirement, defeasance, purchase or sinking fund payment or other acquisition for value of any of its Indebtedness, or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control issuance and sale of debt and equity securities or similar event, or giving notice of any notice with respect to any of the foregoing, other than the Indebtedness hereunder or under the other Loan Documents or under the DIP Term Loan Documents and the Prepetition Term Loan Documents (solely to the extent of the Permitted Term Roll-Up) (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or otherwise set aside or deposit or invest any sums for such purpose, except that: (i) that Loan Parties may make regularly scheduled payments of interest in respect of Indebtedness permitted under clauses (w), (x) and (y) of the definition of Permitted Indebtedness as and when due in respect of such Indebtedness in accordance with the terms of the Prepetition Term Loan Documents, the DIP Term Loan Documents and the Prepetition Senior Loan Documents in effect as of the Closing Date; (ii) Loan Parties may make payments expressly set forth in the Approved Budget; (iii) [reserved]; (iv) [reserved]; (v) [reserved]; and (vi) as to payments in respect of any other Permitted Indebtedness not subject to the provisions above in this Section 6.7, Borrowers and Guarantors may make payments of regularly scheduled principal on the scheduled maturity thereof (and in the case of Indebtedness that has been contractually subordinated in right of payment to the Obligations or subject to an intercreditor agreement with Agent solely to the extent such payment is permitted at such time under the subordination and/or intercreditor terms and conditions set forth therein or applicable thereto). (b) Borrowers shall not, and shall not permit any of their Subsidiaries, directly or indirectly, to amend, modify, or change (or permit the amendment, modification or other change in any manner of) any of the terms or provisions of: (i) any agreements, documents or instruments in respect of any agreements related to the Indebtedness permitted under clause (p) of the definition of Permitted Indebtedness; (ii) the certificate of incorporation, memorandum and articles of association, certificate of formation, limited liability agreement, limited partnership agreement or other organizational documents of any Loan Party; (iii) any of the Specified Equipment Lease Documents; (iv) the Prepetition Term Loan Documents, the DIP Term Loan Documents and the Prepetition Senior Loan Documents, except in accordance with the terms of the DIP Intercreditor Agreement; (v) [reserved]; and (vi) the Management Agreement, the Consulting Agreement or any other agreement listed on Schedule 6.12(d) except with the prior written consent of the Required Lenders.

Certain Payments of Debt and Amendments. (a) Except as permitted hereunder, make Make any payment, prepayment, redemption, retirement, defeasance, purchase or sinking fund payment or other acquisition for value of any of its Indebtedness or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control issuance and sale of debt and equity securities or similar event, or giving notice of any notice with respect to any of the foregoing, other than the Indebtedness hereunder or hereunder, under the other Loan Documents Documents, or under the DIP Term ABL Loan Documents and or the Prepetition Term ABL Loan Documents (solely to the extent of the a Permitted Term ABL Roll-Up) (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or otherwise set aside or deposit or invest any sums for such purpose, except that: (i) [Reserved]. (ii) Loan Parties may make regularly scheduled payments of interest in respect of Indebtedness permitted under clauses (w), (x) ), and (y) of the definition of “Permitted Indebtedness Indebtedness” as and when due in respect of such Indebtedness in accordance with the terms of the Prepetition Term Loan Documents, the DIP Term ABL Loan Documents and and, until the Permitted ABL Roll-Up, the Prepetition Senior ABL Loan Documents in effect as of the Closing Date; (iiiii) [Reserved]; (iv) Loan Parties may make payments expressly set forth in the Approved Budget; (iiiv) [reservedReserved]; (ivvi) [reserved]; (v) [reservedReserved]; and (vivii) as to payments in respect of any other Permitted Indebtedness not subject to the provisions above in this Section 6.7, Borrowers and Guarantors may make payments of regularly scheduled principal on the scheduled maturity thereof (and in the case of Indebtedness that has been contractually subordinated in right of payment to the Obligations or subject to an intercreditor agreement with Agent solely to the extent such payment is permitted at such time under the subordination and/or intercreditor terms and conditions set forth therein or applicable thereto)[Reserved]. (b) Borrowers shall not, and shall not permit any of their Subsidiaries, directly or indirectly, to amend, modify, or change (or permit the amendment, modification or other change in any manner of) any of the terms or provisions of: (i) (x) any agreements, documents or instruments in respect of any agreements related to the subordinated indebtedness and (y) Indebtedness permitted under pursuant to clause (p) of the definition of Permitted Indebtednessw); (ii) the certificate of incorporation, memorandum and articles of association, certificate of formation, limited liability agreement, limited partnership agreement or other organizational documents of any Loan Party; (iii) any of the Specified Equipment Lease Documents; (iv) the Prepetition Term Loan Documents, the DIP Term ABL Loan Documents and the Prepetition Senior ABL Loan Documents, except in accordance with the terms of the DIP Intercreditor Agreement; (v) [reserved]; and (viiv) the Management Agreement, the Consulting Agreement or any other agreement listed on Schedule 6.12(d) except with the prior written consent of the Required Lenders.

Certain Payments of Debt and Amendments. (a) Except as permitted hereunder, make Make any payment, prepayment, redemption, retirement, defeasance, purchase or sinking fund payment or other acquisition for value of any of its Indebtedness or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control issuance and sale of debt and equity securities or similar event, or giving notice of any notice with respect to any of the foregoing, other than the Indebtedness hereunder or hereunder, under the other Loan Documents Documents, or under the DIP Term ABL Loan Documents and the Prepetition Term Loan Documents (solely to the extent of the Permitted Term Roll-Up) (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or otherwise set aside or deposit or invest any sums for such purpose, except that: (i) [Reserved]. (ii) Loan Parties may make regularly scheduled payments of interest in respect of Indebtedness permitted under clauses (w), (x) ), and (y) of the definition of “Permitted Indebtedness Indebtedness” as and when due in respect of such Indebtedness in accordance with the terms of the Prepetition Term Loan Documents, the DIP Term ABL Loan Documents and the Prepetition Senior ABL Loan Documents in effect as of the Closing Date; (ii) Loan Parties may make payments expressly set forth in the Approved Budget; (iii) [reservedReserved];. (iv) [reservedReserved];. (v) [reservedReserved]; and. (vi) as to payments in respect of any other Permitted Indebtedness not subject to the provisions above in this Section 6.7, Borrowers and Guarantors may make payments of regularly scheduled principal on the scheduled maturity thereof [Reserved]. (and in the case of Indebtedness that has been contractually subordinated in right of payment to the Obligations or subject to an intercreditor agreement with Agent solely to the extent such payment is permitted at such time under the subordination and/or intercreditor terms and conditions set forth therein or applicable thereto)vii) [Reserved].; (b) Borrowers shall not, and shall not permit any of their Subsidiaries, directly or indirectly, to amend, modify, or change (or permit the amendment, modification or other change in any manner of) any of the terms or provisions of: (i) (x) any agreements, documents or instruments in respect of any agreements related to the subordinated indebtedness and (y) Indebtedness permitted under pursuant to clause (p) of the definition of Permitted Indebtednessw); (ii) the certificate of incorporation, memorandum and articles of association, certificate of formation, limited liability agreement, limited partnership agreement or other organizational documents of any Loan Party; (iii) any of the Specified Equipment Lease Documents; (iv) the Prepetition Term Loan Documents, the DIP Term ABL Loan Documents and the Prepetition Senior ABL Loan Documents, except in accordance with the terms of the DIP Intercreditor Agreement; (v) [reserved]; and (viiv) the Management Agreement, the Consulting Agreement or any other agreement listed on Schedule 6.12(d) except with the prior written consent of the Required Lenders.