Common use of Limitations on Debt Payments and Amendments Clause in Contracts

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Subordinated Indebtedness; provided, however, that so long as no Default or Event of Default has occurred and is continuing, the Borrower or any Restricted Subsidiary may prepay, repurchase or redeem Subordinated Indebtedness (x) for an aggregate price not in excess of the Applicable Amount at the time of such prepayment, repurchase or redemption or (y) with the proceeds of Subordinated Indebtedness that (1) is permitted by Section 10.1 (other than Section 10.1(A)(n)) and (2) has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of such Subordinated Indebtedness being refinanced; provided that so long as no Default or Event of Default has occurred and is continuing and the Borrower shall be in compliance, on a pro forma basis, with the covenants set forth in Section 11, the Borrower or any Restricted Subsidiary may defease any Subordinated Indebtedness within one year from final maturity.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and nor will not it permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease the Senior Subordinated Notes or any other Subordinated IndebtednessIndebtedness (other than the Existing Convertible Securities in accordance with their terms); provided, however, provided that so long as no Default or Event of Default has shall have occurred and is continuingbe continuing at the date of such prepayment, repurchase, redemption or other defeasance or would result therefrom, the Borrower or any Restricted Subsidiary may prepay, repurchase or redeem the Senior Subordinated Notes or Subordinated Indebtedness (xi) for an aggregate price not in excess of the Applicable Amount at the such time of such prepayment, repurchase or redemption or (yii) with the proceeds of Subordinated Indebtedness that (1A) is permitted by Section 10.1 (other than Section 10.1(A)(n10.1(A)(o)) and (2B) has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of such Subordinated Indebtedness being refinanced; provided that so long as no Default or Event of Default has occurred and is continuing and the Borrower shall be in compliance, on a pro forma basis, with the covenants set forth in Section 11, the Borrower or any Restricted Subsidiary may defease any Subordinated Indebtedness within one year from final maturity.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease or acquire any Subordinated Indebtedness; provided, however, that so long as no Default or Event of Default has shall have occurred and is continuingbe continuing at the date of such prepayment, repurchase, redemption or other defeasance or would result therefrom, the Borrower or any Restricted Subsidiary may prepay, repurchase or redeem Subordinated Indebtedness (xi) for an aggregate price that, together with the amount of dividends paid pursuant to Section 10.6(c), does not in excess exceed an amount equal to the sum of (A) $450,000,000 plus (B) the Applicable Amount at the time of such prepayment, repurchase or redemption or (yii) with the proceeds of Subordinated Indebtedness that (1A) is permitted by Section 10.1 (other than Section 10.1(A)(n10.1(o)) and (2B) has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of such Subordinated Indebtedness being refinanced; provided that so long as no Default or Event of Default has occurred and is continuing and the Borrower shall be in compliance, on a pro forma basis, with the covenants set forth in Section 11, the Borrower or any Restricted Subsidiary may defease any Subordinated Indebtedness within one year from final maturity.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Senior Unsecured Subordinated IndebtednessNotes or Refinanced Senior Unsecured Subordinated Notes (it being understood that any payment of principal prior to the Senior Unsecured Subordinated Note Maturity Date shall be deemed a prepayment for purposes of this Section 10.7(a)) or other subordinated Indebtedness permitted hereunder; provided, however, that so long as no Default or Event of Default has occurred and is continuing, the Borrower or any Restricted Subsidiary may prepay, repurchase or redeem any Senior Unsecured Subordinated Indebtedness Notes or Refinanced Senior Unsecured Subordinated Notes (xi) for an aggregate price which will not in excess of exceed, when taken together with prepayments permitted by subclause (b) below, (x) $25,000,000 plus (y) the Applicable Available Amount at the time of such prepayment, repurchase or redemption or (yii) with the proceeds of Refinanced Senior Unsecured Subordinated Notes or Indebtedness subordinated to the Obligations that (1) is permitted by Section 10.1 (other than Section 10.1(A)(n)) and (2) that has terms material to the interests of the Lenders that, taken as a whole, are not materially less advantageous favorable to the Lenders than those of such the Senior Unsecured Subordinated Indebtedness being refinanced; provided that so long as no Default or Event of Default has occurred and is continuing and the Borrower shall be in compliance, on a pro forma basis, with the covenants set forth in Section 11, the Borrower or any Restricted Subsidiary may defease any Subordinated Indebtedness within one year from final maturityNotes.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, prepay, repurchase or repurchase, redeem or otherwise defease any Subordinated IndebtednessIndebtedness incurred pursuant to Section 10.1(b) or any Junior Debt prior to its stated maturity (it being understood that payments of regularly scheduled interest shall be permitted); provided, however, that so long as no Default or Event of Default has occurred and is continuing, the Borrower or any Restricted Subsidiary may prepay, repurchase repurchase, redeem or redeem Subordinated defease any such Indebtedness (x) for an aggregate price not in excess of the Applicable Amount at the time of such prepayment, repurchase or redemption or (yi) with the proceeds of Subordinated any Permitted Refinancing Indebtedness that (1) is permitted by Section 10.1 (other than Section 10.1(A)(n)) in respect of such Indebtedness and (2ii) has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of such Subordinated Indebtedness being refinanced; provided that (A) so long as (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) the Borrower shall would be in compliance, on a pro forma basisPro Forma Basis, with a Consolidated Total Debt to Consolidated EBITDA Ratio, calculated as of the covenants set forth last day of the Test Period most recently ended on or prior to the date of any such payment, of no greater than 5.50:1.00 after giving effect thereto, with an aggregate amount not to exceed the Available Amount at the time of such prepayment, redemption, repurchase or defeasance, (B) in an aggregate amount not to exceed the Available Equity Amount at the time of such prepayment, redemption, repurchase or defeasance and (C) in an aggregate amount not to exceed $40,000,000 and (iii) with any Retained Refused Proceeds in accordance with Section 11, the Borrower or any Restricted Subsidiary may defease any Subordinated Indebtedness within one year from final maturity5.2(c)(ii)(D).

Limitations on Debt Payments and Amendments. (a) The Borrower will notnot (i) prepay, and will not permit repurchase or redeem or otherwise defease any Restricted Subsidiary to, portion of the Subordinated Loans or (ii) prepay, repurchase or redeem or otherwise defease any Subordinated IndebtednessNotes; providedPROVIDED, howeverHOWEVER, that (A) the Borrower may prepay the principal of, and accrued interest on, the Subordinated Loans with Revolving Credit Loans as contemplated by this Agreement and may prepay the remainder of the principal of, and accrued interest on, the Subordinated Loans with the Net Cash Proceeds of the Subordinated Notes and (B) so long as no Default or Event of Default has occurred and is continuing, the Borrower or any Restricted Subsidiary may prepay, repurchase or redeem Subordinated Indebtedness Notes (x) for an aggregate price not in excess of the Applicable Available Amount at the time of such prepayment, repurchase or redemption or (y) with the proceeds of Subordinated subordinated Indebtedness that (1) is permitted by Section 10.1 (other than Section 10.1(A)(n)) and (2) has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of such the Subordinated Indebtedness being refinanced; provided that so long as no Default or Event of Default has occurred and is continuing and the Borrower shall be in compliance, on a pro forma basis, with the covenants set forth in Section 11, the Borrower or any Restricted Subsidiary may defease any Subordinated Indebtedness within one year from final maturityNotes.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease the Senior Notes or any Subordinated IndebtednessPermitted Additional Debt comprised of senior subordinated or subordinated Indebtedness (it being understood that payments of regularly scheduled cash interest in respect of the Senior Notes or such Permitted Additional Debt shall be permitted); provided, however, that so long as no Default or Event of Default has occurred and is continuing, the Borrower or any Restricted Subsidiary may prepay, repurchase repurchase, redeem or redeem Subordinated Indebtedness defease the Senior Notes or any such Permitted Additional Debt (x) for an aggregate price not in excess of the Applicable Amount at the time of such prepayment, repurchase or redemption or (yA) with the proceeds of Subordinated Indebtedness that any Permitted Refinancing Indebtedness, (B) by converting or exchanging the Senior Notes or any such Permitted Additional Debt to Stock (other than Disqualified Stock) of the Borrower or any of its direct or indirect parent or (C) so long as, after giving pro forma effect thereto, (1) is permitted by Section 10.1 (other than Section 10.1(A)(n)) and (2) has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of such Subordinated Indebtedness being refinanced; provided that so long as no Default or Event of Default has occurred and is continuing and (2) Available Commitment is not less than 10% of the Borrower shall be in compliance, then effective Loan Limit (on a pro forma basisbasis after giving effect to such prepayment, with the covenants set forth in Section 11repurchase, the Borrower redemption or any Restricted Subsidiary may defease any Subordinated Indebtedness within one year from final maturity.defeasance);

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Subordinated IndebtednessPermitted Additional Debt (it being understood that payments of regularly scheduled cash interest in respect of such Permitted Additional Debt shall be permitted); provided, however, that the Borrower or any Subsidiary may prepay, 115 repurchase, redeem or defease any Permitted Additional Debt (A) with the proceeds of any Permitted Refinancing Indebtedness, (B) by converting or exchanging any such Permitted Additional Debt to Stock (other than Disqualified Stock) of the Borrower or any of its direct or indirect parent or (C) so long as as, after giving Pro Forma Effect thereto, (1) no Default or Event of Default has occurred and is continuing, the Borrower or any Restricted Subsidiary may prepay, repurchase or redeem Subordinated Indebtedness (x2) for an aggregate price Liquidity is not in excess less than 5% of the Applicable Amount at the time of then effective Borrowing Base and (on a Pro Forma Basis after giving effect to such prepayment, repurchase or repurchase, redemption or (y) with the proceeds of Subordinated Indebtedness that (1) is permitted by Section 10.1 (other than Section 10.1(A)(n)defeasance) and (23) has terms material on a Pro Forma Basis after giving effect to any such prepayment, repurchase, redemption or defeasance, the interests of the Lenders not materially less advantageous Consolidated Total Debt to the Lenders than those of such Subordinated Indebtedness being refinanced; provided that so long as no Default or Event of Default has occurred and is continuing and the Borrower Consolidated EBITDAX Ratio shall be in complianceless than or equal to 3.75 to 1.00, on a pro forma basis, an unlimited basis with the covenants set forth in Section 11, the Borrower or any Restricted Subsidiary may defease any Subordinated Indebtedness within one year from final maturity.cash;

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Subordinated Indebtedness; provided, however, that so long as no Default or Event of Default has shall have occurred and is continuingbe continuing at the date of such prepayment, repurchase, redemption or other defeasance or would result after giving effect thereof, the Borrower or any Restricted Subsidiary may prepay, repurchase or redeem Subordinated Indebtedness (xi) for an aggregate price not in excess of (x) $50,000,000 (less any amount expended pursuant to Section 10.6(c)(i)) plus (y) the Applicable Amount at the time of such prepayment, repurchase or redemption redemption, or (yii) with the proceeds of Subordinated Indebtedness that (1A) is permitted by Section 10.1 (other than Section 10.1(A)(n10.1(o)) and (2B) has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of such Subordinated Indebtedness being refinanced; provided that so long as no Default or Event of Default has occurred and is continuing and the Borrower shall be in compliance, on a pro forma basis, with the covenants set forth in Section 11, the Borrower or any Restricted Subsidiary may defease any Subordinated Indebtedness within one year from final maturity.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Subordinated IndebtednessSenior Unsecured Notes or Refinanced Senior Unsecured Notes (it being understood that any payment of principal prior to the Senior Unsecured Note Maturity Date shall be deemed a prepayment for purposes of this Section 12.7(a)); provided, however, that so long as no Default or Event of Default has occurred 119 and is continuing, (i) the Borrower may consummate the Call Transaction and (ii) the Borrower or any Restricted Subsidiary may prepay, repurchase or redeem Subordinated Indebtedness any Senior Unsecured Notes or Refinanced Senior Unsecured Notes (x) for an aggregate price not in excess of the Applicable Available Amount at the time of such prepayment, repurchase or redemption or (y) with the proceeds of Subordinated Refinanced Senior Unsecured Notes or Indebtedness subordinated to the Obligations that (1) is permitted by Section 10.1 12.1 (other than Section 10.1(A)(n)Permitted Additional Notes) and (2) that has terms material to the interests of the Lenders that are not materially less advantageous favorable to the Lenders than those of such Subordinated Indebtedness being refinanced; provided that so long as no Default or Event of Default has occurred and is continuing and the Borrower shall be in compliance, on a pro forma basis, with the covenants set forth in Section 11, the Borrower or any Restricted Subsidiary may defease any Subordinated Indebtedness within one year from final maturitySenior Unsecured Notes.

Limitations on Debt Payments and Amendments. (a) The Borrower Company will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Subordinated Indebtedness; provided, however, that so long as no Default or Event of Default has shall have occurred and is continuingbe continuing at the date of such prepayment, repurchase, redemption or other defeasance or would result after giving effect thereof, the Borrower Company or any Restricted Subsidiary may prepay, repurchase or redeem Subordinated (i) any such Indebtedness (x) for an aggregate price not in excess of (x) the Additional Basket at such time plus (y) the Applicable Amount at the time of such prepayment, repurchase or redemption or (yii) any such Indebtedness, with the proceeds of Subordinated Indebtedness that (1A) is permitted by Section 10.1 (other than Section 10.1(A)(n10.1(o)) and (2B) has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of such Subordinated Indebtedness being refinanced; provided that so long as no Default or Event of Default has occurred and is continuing and the Borrower shall be in compliance, on a pro forma basis, with the covenants set forth in Section 11, the Borrower or any Restricted Subsidiary may defease any Subordinated Indebtedness within one year from final maturity.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Subordinated IndebtednessPermitted Additional Debt comprised of senior subordinated or subordinated Indebtedness (it being understood that payments of regularly scheduled cash interest in respect of the Permitted Additional Debt shall be permitted); provided, however, that the Borrower or any Subsidiary may prepay, repurchase, redeem or defease any such Permitted Additional Debt (A) with the proceeds of any Permitted Refinancing Indebtedness or any Permitted Additional Debt, (B) by converting or exchanging any such Permitted Additional Debt to Stock (other than Disqualified Stock) of the Borrower or any of its direct or indirect parent or (C) so long as as, after giving pro forma effect thereto, (1) no Default or Event of Default has occurred and is continuing, the Borrower or any Restricted Subsidiary may prepay, repurchase or redeem Subordinated Indebtedness (x) for an aggregate price not in excess of the Applicable Amount at the time of such prepayment, repurchase or redemption or (y) with the proceeds of Subordinated Indebtedness that (1) is permitted by Section 10.1 (other than Section 10.1(A)(n)) and (2) has terms material to the interests Available Commitment is not less than 15% of the Lenders not materially less advantageous to the Lenders than those of such Subordinated Indebtedness being refinanced; provided that so long as no Default or Event of Default has occurred and is continuing and the Borrower shall be in compliance, then-effective Loan Limit (on a pro forma basisbasis after giving effect to such prepayment, with repurchase, redemption or defeasance), and (3) as of the covenants set forth in most recently ended fiscal quarter for which Section 119.1 Financials are available after giving pro forma effect to any such prepayment, repurchase, redemption or defeasance, the Borrower or any Restricted Subsidiary may defease any Subordinated Indebtedness within one year from final maturity.Consolidated Total Debt to Consolidated EBITDAX Ratio is not greater than 3.00 to 1.00;

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Subordinated Indebtedness; providedPROVIDED, howeverHOWEVER, that so long as no Default or Event of Default has occurred and is continuing, the Borrower or any Restricted Subsidiary may prepay, repurchase or redeem Subordinated Indebtedness (x) for an aggregate price not in excess of the Applicable Amount at the time of such prepayment, repurchase or redemption redemption, or (y) with the proceeds of Subordinated Indebtedness that (1) is permitted by Section 10.1 (other than Section 10.1(A)(n10.1(A)(o)) and (2) has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of such Subordinated Indebtedness being refinanced; provided PROVIDED, FURTHER, that so long as no Default or Event of Default has occurred and is continuing and the Borrower shall be in compliance, on a pro forma basis, with the covenants covenant set forth in Section 1111 (without giving effect to any waiver pursuant to clause (a) thereto or any application of clause (b) thereto and regardless of whether or not the Renewed Revolving Credit Commitment has been terminated), the Borrower or any Restricted Subsidiary may defease any Subordinated Indebtedness within one year from final maturity.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease the Senior Subordinated Notes, any Permitted Additional Debt comprised of unsecured senior subordinated or unsecured subordinated Indebtedness (it being understood that payments of regularly scheduled cash interest and any AHYDO Payments in respect of the Senior Subordinated IndebtednessNotes or such Permitted Additional Debt shall be permitted); provided, however, that so long as no Default or Event of Default has occurred and is continuing, the Borrower or any Restricted Subsidiary may prepay, repurchase repurchase, redeem or redeem defease the Senior Subordinated Indebtedness Notes or any such Permitted Additional Debt (x) for an aggregate price not in excess of the Applicable Amount at the time of such prepayment, repurchase or redemption or (yA) with the proceeds of any Permitted Refinancing Indebtedness, (B) by converting or exchanging the Senior Subordinated Indebtedness that Notes or any such Permitted Additional Debt to Stock (other than Disqualified Stock) of the Borrower or any of its direct or indirect parent or (C) so long as, after giving pro forma effect thereto, (1) is permitted by Section 10.1 (other than Section 10.1(A)(n)) and (2) has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of such Subordinated Indebtedness being refinanced; provided that so long as no Default or Event of Default has occurred and is continuing and (2) Available Commitment is not less than 10% of the Borrower shall be in compliance, then effective Loan Limit (on a pro forma basisbasis after giving effect to such prepayment, with the covenants set forth in Section 11repurchase, the Borrower redemption or any Restricted Subsidiary may defease any Subordinated Indebtedness within one year from final maturity.defeasance);

Limitations on Debt Payments and Amendments. (a) The No Borrower will, and no Borrower will not, and will not permit any of its respective Restricted Subsidiary Subsidiaries to, prepay, repurchase or redeem or otherwise defease (x) any Senior Subordinated IndebtednessNotes, or (y) any other Permitted Additional Debt that is subordinated to the Obligations, in each case, other than (i) as contemplated by Section 10.1(i) or (ii) with the proceeds of the Series B Additional Term Loans; provided, however, without limiting the prepayments, repurchases, redemptions and defeasances permitted pursuant to the foregoing clauses (i) and (ii), that so long as no Default or Event of Default has shall have occurred and is continuingbe continuing at the date of such prepayment, repurchase, redemption or other defeasance or would result therefrom, the Parent Borrower or any Restricted Subsidiary may prepay, repurchase or redeem Senior Subordinated Indebtedness (x) for an aggregate price not in excess of the Applicable Amount at the time of Notes, or such prepayment, repurchase or redemption or (y) with the proceeds of Subordinated Indebtedness that (1) is permitted by Section 10.1 (other than Section 10.1(A)(n)) and (2) has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of such Subordinated Indebtedness being refinanced; provided that so long as no Default or Event of Default has occurred and is continuing and the Borrower shall be in compliance, on a pro forma basis, with the covenants set forth in Section 11, the Borrower or any Restricted Subsidiary may defease any Subordinated Indebtedness within one year from final maturity.Permitted Additional Debt:

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Subordinated Indebtedness; providedPROVIDED, howeverHOWEVER, that so long as no Default or Event of Default has occurred and is continuing, the Borrower or any Restricted Subsidiary may prepay, repurchase or redeem Subordinated Indebtedness (x) for an aggregate price not in excess of the Applicable Amount at the time of such prepayment, repurchase or redemption redemption, or (y) with the proceeds of Subordinated Indebtedness that (1) is permitted by Section 10.1 (other than Section 10.1(A)(n10.1(A)(o)) and (2) has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of such Subordinated Indebtedness being refinanced; provided PROVIDED, FURTHER, that so long as no Default or Event of Default has occurred and is continuing and the Borrower shall be in compliance, on a pro forma basis, with the covenants covenant set forth in Section 1111 (without giving effect to any waiver pursuant to clause (a) thereto or any application of clause (b) thereto and regardless of whether or not the Revolving Credit Commitment has been terminated), the Borrower or any Restricted Subsidiary may defease any Subordinated Indebtedness within one year from final maturity.

Limitations on Debt Payments and Amendments. (a) The Neither the Borrower nor Newco 4 will not(i) prepay, and will not permit repurchase or redeem or otherwise defease any Restricted Subsidiary to, portion of the Subordinated Bridge Facility or (ii) prepay, repurchase or redeem or otherwise defease any Subordinated IndebtednessNotes; providedPROVIDED, howeverHOWEVER, that (A) Newco 4 may prepay the principal of, and accrued interest on, the Subordinated Bridge Facility with the Net Cash Proceeds of the Subordinated Notes or any refinancing or replacement of the Subordinated Bridge Facility that has terms material to the interests of the Lenders not materially less advantageous to the Lenders than the terms contemplated by the definition of the term "Subordinated Bridge Facility" and (B) so long as no Default or Event of Default has occurred and is continuing, the Borrower or any Restricted Subsidiary may prepay, repurchase or redeem Subordinated Indebtedness Notes (x) for an aggregate price not in excess of the Applicable Available Amount at the time of such prepayment, repurchase or redemption or (y) with the proceeds of Subordinated subordinated Indebtedness that (1) is permitted by Section 10.1 (other than Section 10.1(A)(n)) and (2) has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of such the Subordinated Indebtedness being refinanced; provided that so long as no Default or Event of Default has occurred and is continuing and the Borrower shall be in compliance, on a pro forma basis, with the covenants set forth in Section 11, the Borrower or any Restricted Subsidiary may defease any Subordinated Indebtedness within one year from final maturityNotes.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease the Senior Notes or any Subordinated IndebtednessPermitted Additional Debt comprised of senior subordinated or subordinated Indebtedness (it being understood that payments of regularly scheduled cash interest in respect of the Senior Notes or such Permitted Additional Debt shall be permitted); provided, however, that so long as no Default or Event of Default has occurred and is continuing, the Borrower or any Restricted Subsidiary may prepay, repurchase repurchase, redeem or redeem Subordinated Indebtedness defease the Senior Notes or any such Permitted Additional Debt (x) for an aggregate price not in excess of the Applicable Amount at the time of such prepayment, repurchase or redemption or (yA) with the proceeds of Subordinated Indebtedness that any Permitted Refinancing Indebtedness, (B) by converting or exchanging the Senior Notes or any such Permitted Additional Debt to Stock (other than Disqualified Stock) of the Borrower or any of its direct or indirect parent or (C) so long as, after giving pro forma effect thereto, (1) is permitted by Section 10.1 (other than Section 10.1(A)(n)) and (2) has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of such Subordinated Indebtedness being refinanced; provided that so long as no Default or Event of Default has occurred and is continuing and (2) Available Commitment is not less than 10% of the Borrower shall be in compliance, then effective Loan Limit (on a pro forma basisbasis after giving effect to such prepayment, with the covenants set forth in Section 11repurchase, the Borrower redemption or any Restricted Subsidiary may defease any Subordinated Indebtedness within one year from final maturity.defeasance); and

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase repurchase, redeem, defease or redeem or otherwise defease acquire any Subordinated Indebtedness; provided, however, that so long as no Default or Event of Default has shall have occurred and is continuingbe continuing at the date of such prepayment, repurchase, redemption, defeasance or acquisition or would result therefrom, the Borrower or any Restricted Subsidiary may prepay, repurchase repurchase, redeem, defease or redeem acquire Subordinated Indebtedness (xi) for an aggregate price not if, after giving effect thereto, the Borrower is in excess of the Applicable Amount at the time of compliance with Section 6.07, on a Pro Forma Basis after giving Pro Forma Effect to such prepayment, repurchase repurchase, redemption, defeasance or redemption acquisition recomputed as of the last day of the most recently ended Test Period under Section 6.07 as if such prepayment, repurchase, redemption, defeasance or acquisition had been made on the first day of such Test Period (and such cash so used to make such prepayment, repurchase, redemption, defeasance or acquisition shall not be included in clause (b) of the definition of Consolidated Indebtedness in connection with such calculation), or (yii) with the proceeds of Subordinated Indebtedness that (1x) is permitted by Section 10.1 (other than Section 10.1(A)(n)) 6.01, and (2y) has terms material to the interests of the Lenders not materially less advantageous to the Lenders Lenders, taken as a whole, than those of such Subordinated Indebtedness being refinanced; provided that so long as no Default prepaid, repurchased, redeemed, defeased or Event of Default has occurred and is continuing and the Borrower shall be in compliance, on a pro forma basis, with the covenants set forth in Section 11, the Borrower or any Restricted Subsidiary may defease any Subordinated Indebtedness within one year from final maturityacquired.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Subordinated Indebtedness; provided, however, that so long as no Default or Event of Default has occurred and is continuing, the Borrower or any Restricted Subsidiary may prepay, repurchase or redeem Subordinated Indebtedness (x) for an aggregate price not in excess of the Applicable Amount at the time of such prepayment, repurchase or redemption or (y) with the proceeds of Subordinated Indebtedness that (1) is permitted by Section 10.1 (other than Section 10.1(A)(n)) and (2) has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of such Subordinated Indebtedness being refinanced; provided that so long as no Default or Event of Default has occurred and is continuing and the Borrower shall be in compliance, on a pro forma basis, with the covenants covenantscovenant set forth in Section 11, the Borrower or any Restricted Subsidiary may defease any Subordinated Indebtedness within one year from final maturity.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, optionally prepay, repurchase or redeem or otherwise defease any Subordinated IndebtednessPermitted Additional Debt or Junior Debt (it being understood that payments of regularly scheduled cash interest in respect of, and payment of principal on the scheduled maturity date of such other Indebtedness shall be permitted); provided, however, that so long as no Default or Event of Default has occurred and is continuing, but the Borrower or any Restricted Subsidiary may optionally prepay, repurchase repurchase, redeem or redeem Subordinated Indebtedness defease any Permitted Additional Debt or Junior Debt (x) for an aggregate price not in excess of the Applicable Amount at the time of such prepayment, repurchase or redemption or (yi) with the proceeds of Subordinated Indebtedness that any Permitted Refinancing Indebtedness, (1ii) is permitted by Section 10.1 converting or exchanging such Permitted Additional Debt or Junior Debt to Stock (other than Section 10.1(A)(n)Disqualified Stock) and (2) has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of such Subordinated Indebtedness being refinanced; provided that Borrower, or (iii) so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom, (B) after giving effect thereto, the Total Exposure is not more than 90% of the Loan Limit and (C) the Borrower shall be is in compliance, compliance on a pro forma basis, Pro Forma Basis with the covenants set forth in Section 11, the Borrower or any Restricted Subsidiary may defease any Subordinated Indebtedness within one year from final maturityFinancial Performance Covenants.

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, to prepay, repurchase or redeem or otherwise defease the Senior Unsecured Notes or the Senior Secured Notes (or any Subordinated IndebtednessPermitted Refinancing Indebtedness in respect of any of the foregoing)(it being understood that payments of regularly-scheduled cash interest in respect of the Senior Unsecured Notes or the Senior Secured Notes (or any Permitted Refinancing Indebtedness in respect of any of the foregoing)); provided, however, that so long as no Default or Event of Default has occurred and is continuing, the Borrower or any Restricted Subsidiary may prepay, repurchase repurchase, redeem or redeem Subordinated defease the Senior Unsecured Notes or the Senior Secured Notes (or any Permitted Refinancing Indebtedness (x) for an aggregate price not in excess respect of any of the Applicable Amount at the time of such prepayment, repurchase foregoing) (A) in exchange for or redemption or (y) with the proceeds of Subordinated any Permitted Refinancing Indebtedness that or (1B) is permitted by Section 10.1 converting or exchanging the Senior Unsecured Notes or the Senior Secured Notes (other than Section 10.1(A)(n)) and (2) has terms material to the interests or any Permitted Refinancing Indebtedness in respect of any of the Lenders not materially less advantageous foregoing) to the Lenders than those Qualified Equity Interests of such Subordinated Indebtedness being refinanced; provided that so long as no Default or Event of Default has occurred and is continuing and the Borrower shall be in compliance, on a pro forma basis, with the covenants set forth in Section 11, the Borrower or any Restricted Subsidiary may defease any Subordinated Indebtedness within one year from final maturity.Parent Entity;

Limitations on Debt Payments and Amendments. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease the Senior Interim Loans, the Senior Notes or any Subordinated IndebtednessPermitted Additional Debt comprised of senior subordinated or subordinated Indebtedness (it being understood that payments of regularly scheduled cash interest in respect of the Senior Interim Loans, the Senior Notes or such Permitted Additional Debt shall be permitted); provided, however, that so long as no Default or Event of Default has occurred and is continuing, the Borrower or any Restricted Subsidiary may prepay, repurchase repurchase, redeem or redeem Subordinated Indebtedness defease the Senior Interim Loans, the Senior Notes or any such Permitted Additional Debt (x) for an aggregate price not in excess of the Applicable Amount at the time of such prepayment, repurchase or redemption or (yA) with the proceeds of Subordinated any Permitted Refinancing Indebtedness that (including, in the case of the Senior Interim Loans, with the proceeds of any Senior Notes), (B) by converting or exchanging the Senior Interim Loans, the Senior Notes or any such Permitted Additional Debt to Stock (other than Disqualified Stock) of the Borrower or any of its direct or indirect parent or (C) so long as, after giving Pro Forma Effect thereto, (1) is permitted by Section 10.1 (other than Section 10.1(A)(n)) and (2) has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of such Subordinated Indebtedness being refinanced; provided that so long as no Default or Event of Default has occurred and is continuing and (2) Liquidity is not less than 10% of the Borrower shall be in compliance, then effective Borrowing Base (on a pro forma basisPro Forma Basis after giving effect to such prepayment, with the covenants set forth in Section 11repurchase, the Borrower redemption or any Restricted Subsidiary may defease any Subordinated Indebtedness within one year from final maturity.defeasance);