Common use of Payments of Indebtedness Clause in Contracts

Payments of Indebtedness. Such Obligor will not, and will not permit any of its Subsidiaries to, make any payments in respect of any Indebtedness other than (i) payments of the Obligations, (ii) scheduled payments in respect of the Existing Notes pursuant to the terms of the Existing Notes Indenture as in effect on the date hereof, (iii) scheduled payments of other Indebtedness (and with respect to such Indebtedness that is subject to a subordination or intercreditor agreement in respect of the Obligations, solely to the extent permitted pursuant to the terms of such subordination or intercreditor agreement); (iv) intercompany indebtedness permitted under Section 9.01 (subject to the terms of the Intercompany Subordination Agreement, if applicable), (v) Indebtedness permitted to be incurred under Sections 9.01(b), (i), (j), (k), (l), (m) and (p), (vi) payments of Deferred Acquisition Consideration in respect of the Eyevance Acquisition, pursuant to, and in the amounts and at the times provided for in, the Eyevance Acquisition Agreements and payments of Deferred Acquisition Consideration in respect of any Permitted Acquisition to the extent such Deferred Acquisition Consideration is permitted hereunder; provided that, with respect to the Eyevance Milestone Payments and payments of such Deferred Acquisition Consideration, both immediately before and immediately after giving effect to such payments, no Event of Default pursuant to Section 11.01(a), (b), (d) (solely with respect to a failure to observe or perform the covenant under Section 10.01) or (h) has occurred and is continuing (it being understood and agreed that this proviso shall not apply to Deferred Acquisition Consideration that consists of purchase price adjustments, royalty, non-compete and/or consulting payments) and (vii) Permitted Refinancings permitted hereunder.

Payments of Indebtedness. Such Obligor will not, and will not permit any of its Subsidiaries to and will use commercially reasonable efforts to not permit any Managed Company to, make any payments in respect of any Indebtedness other than (i) payments that is subordinated in right of the Obligations, (ii) scheduled payments in respect of the Existing Notes pursuant payment to the terms Obligations other than: (a) Permitted Refinancings of the Existing Notes Indenture as in effect on the date hereof, (iii) scheduled payments of other Indebtedness (and with respect to such Indebtedness that is subject to a subordination or intercreditor agreement in respect of the Obligations, solely to the extent permitted pursuant to the terms of such subordination or intercreditor agreement); (iv) intercompany indebtedness permitted under Section 9.01 (subject to the terms of the Intercompany Subordination Agreement, if applicable), (v) any Indebtedness permitted to be incurred under Sections 9.01(bSection 9.01; (b) regularly‑scheduled interest, principal and fees due thereunder (to the extent permitted under the terms of any subordination to the Obligations); (c) the conversion of any such Indebtedness to Equity Interests of Holdings, Parent or any parent entity; (i), (j), (k), (l), (m) and (p), (vid) payments of Deferred Acquisition Consideration intercompany Indebtedness permitted in reliance on Section 9.01(f) (to the extent permitted under the terms of any subordination to the Obligations); and (e) payments in respect of Permitted Earn-Outs. Notwithstanding the Eyevance Acquisition, pursuant toforegoing, and for the avoidance of doubt, this Section shall not prohibit the conversion by holders of (including any payment upon conversion, whether in cash, common stock or a combination thereof), or required payment of any principal or premium on (including, for the amounts and at the times provided for inavoidance of doubt, the Eyevance Acquisition Agreements and payments of Deferred Acquisition Consideration in respect of a required repurchase in connection with the redemption of Permitted Convertible Debt upon satisfaction of a condition related to the stock price of the common stock) or required payment of any interest with respect to, any Permitted Acquisition Convertible Debt in each case, in accordance with the terms of the indenture governing such Permitted Convertible Debt; provided to the extent (a) the aggregate amount of cash payable upon conversion or payment of any Permitted Convertible Debt (excluding any required payment of interest with respect to such Deferred Acquisition Consideration Permitted Convertible Debt and excluding any payment of cash in lieu of a fractional share due upon conversion thereof) exceeds the aggregate principal amount thereof and (b) such excess is not fully offset by an exercise or early unwind or settlement of a corresponding portion of the Permitted Bond Hedge Transactions relating to such Permitted Convertible Debt (including, for the avoidance of doubt, the case where there is no Permitted Bond Hedge Transaction relating to such Permitted Convertible Debt), the payment of such excess shall not be permitted hereunderby the preceding sentence. Furthermore, Parent, Holdings or Borrower, as applicable, may repurchase, exchange or induce the conversion of Permitted Convertible Debt by delivery of common stock and/or a different series of Permitted Convertible Debt and/or by payment of cash (in an amount that does not exceed the proceeds received by Parent from the substantially concurrent issuance of common stock and/or Permitted Convertible Debt plus the net cash proceeds, if any, received by Parent, Holdings or Borrower, as applicable, pursuant to the related exercise or early unwind or termination of the related Permitted Bond Hedge Transactions and Permitted Warrant Transactions, if any, pursuant to the immediately following proviso); provided that, with respect to substantially concurrently with, or a commercially reasonable period of time before or after, the Eyevance Milestone Payments related settlement date for the Permitted Convertible Debt that is so repurchased, exchanged or converted, Parent, Holdings or Borrower, as applicable, shall exercise or unwind or terminate early (whether in cash, shares or any combination thereof) the portion of the Permitted Bond Hedge Transactions and payments of such Deferred Acquisition ConsiderationPermitted Warrant Transactions, both immediately before and immediately after giving effect if any, corresponding to such paymentsPermitted Convertible Debt that are so repurchased, no Event of Default pursuant to Section 11.01(a), (b), (d) (solely with respect to a failure to observe exchanged or perform the covenant under Section 10.01) or (h) has occurred and is continuing (it being understood and agreed that this proviso shall not apply to Deferred Acquisition Consideration that consists of purchase price adjustments, royalty, non-compete and/or consulting payments) and (vii) Permitted Refinancings permitted hereunderconverted.

Payments of Indebtedness. Such Obligor will not, and will not permit (without the consent of the Administrative Agent in its sole discretion) any of its Subsidiaries to, make any payments in respect of any Indebtedness of the type described in clause (a), (b), (e) or (f) (excluding, in the case of clause (f), Guarantees of obligations that do not constitute Indebtedness) of the definition thereof, other than (i) payments of the Obligations, (ii) scheduled payments of Indebtedness permitted under the terms of any subordination to the Obligations, (iii) repayment of intercompany Indebtedness permitted in reliance upon Section 9.01(f), (iv) payments, prepayments, refinancings, renewals, extensions or exchanges of any Indebtedness permitted in reliance upon Section 9.01(g), (h), (m) or (n), and (v) (A) prepayments of the Convertible Notes, (B) conversion or exchange of any Convertible Notes (or Permitted Refinancings thereof) or any Permitted Subordinated Indebtedness into or for Equity Interests, (C) payments and prepayments of any Convertible Notes (or Permitted Refinancings thereof) or any Permitted Subordinated Indebtedness made solely with the proceeds of Equity Interests, (D) the payment of interest, out of pocket expenses, and indemnities (provided that none of such consists of disguised principal or fees) in respect of Convertible Notes (and Permitted Refinancings thereof) or any Permitted Subordinated Indebtedness, in each case, pursuant to the Existing terms thereof, and (E) prior to the occurrence of an Event of Default, scheduled principal payments of any Convertible Notes (or Permitted Refinancings thereof) or any Permitted Subordinated Indebtedness pursuant to the terms of the Existing agreements governing the Convertible Notes Indenture as in effect on the date hereof, (iii) scheduled payments of other Indebtedness (and with respect to such Indebtedness that is subject to a subordination or intercreditor agreement in respect of the Obligations, solely to the extent permitted pursuant to the terms of such subordination or intercreditor agreement); (iv) intercompany indebtedness permitted under Section 9.01 (subject to the terms of the Intercompany Subordination Agreement, if applicable), (v) Indebtedness permitted to be incurred under Sections 9.01(b), (i), (j), (k), (l), (m) and (p), (vi) payments of Deferred Acquisition Consideration in respect of the Eyevance Acquisition, pursuant to, and in the amounts and at the times provided for in, the Eyevance Acquisition Agreements and payments of Deferred Acquisition Consideration in respect of any Permitted Acquisition to the extent such Deferred Acquisition Consideration is permitted hereunder; provided thatSubordinated Indebtedness, with respect to the Eyevance Milestone Payments and payments of such Deferred Acquisition Consideration, both immediately before and immediately after giving effect to such payments, no Event of Default pursuant to Section 11.01(a), (b), (d) (solely with respect to a failure to observe or perform the covenant under Section 10.01) or (h) has occurred and is continuing (it being understood and agreed that this proviso shall not apply to Deferred Acquisition Consideration that consists of purchase price adjustments, royalty, non-compete and/or consulting payments) and (vii) Permitted Refinancings permitted hereunderrespectively.

Payments of Indebtedness. Such Obligor will notNo Loan Party shall, and will not or shall permit any of its Subsidiaries Subsidiary to, prepay, redeem, defease, purchase in any manner, make any payments other distribution (whether in cash, securities or other property), or deposit or set aside funds (including any sinking fund or similar deposit) for the purpose of any of the foregoing, or agree to make, directly or indirectly, make any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of, or interest on any earnouts, or other Indebtedness (other than the Obligations), except: (a) any regularly scheduled payments of principal (including, for the avoidance of doubt, payment at maturity) or interest required in accordance with the terms of the instruments governing any Permitted Indebtedness (other than (x) any Subordinated Debt permitted pursuant to clause (u) of the definition of “Permitted Indebtedness”, (y) any Mizzen Subordinated Obligations, or (z) any Existing Convertible Debenture Debt); (b) any payments of Subordinated Debt (other than any Mizzen Subordinated Obligations) as expressly permitted by the terms of the applicable Subordinated Debt Subordination Agreement; (c) (i) any regularly scheduled payments of interest on the ObligationsMizzen Subordinated Obligations as and when required under the Mizzen Subordinated Loan Agreement, (ii) scheduled payments a payment of $8,000,000 made on the Closing Date and applied to reduce the principal amount of the Mizzen Subordinated Obligations and (iii) any prepayment of the Mizzen Subordinated Obligations, so long as the Payment Conditions are satisfied with respect thereto; (d) any refinancing of such Indebtedness to the extent such refinancing Indebtedness is permitted under Section 8.1; and (e) (i) the conversion of any Existing Convertible Debenture Debt into Equity Interests of Parent (other than Disqualified Equity Interests), (ii) the accrual and payment of in kind of interest in respect of the Existing Notes pursuant to the terms of Convertible Debenture Debt in accordance with the Existing Notes Indenture Convertible Debenture Documents as in effect on the date hereofClosing Date, and (iii) scheduled payments of other Indebtedness (and so long as the Payment Conditions are satisfied with respect to such Indebtedness that is subject to a subordination thereto, any prepayment or intercreditor agreement in respect repayment of the Obligations, solely to the extent permitted pursuant to the terms of such subordination or intercreditor agreement); (iv) intercompany indebtedness permitted under Section 9.01 (subject to the terms of the Intercompany Subordination Agreement, if applicable), (v) Indebtedness permitted to be incurred under Sections 9.01(b), (i), (j), (k), (l), (m) and (p), (vi) payments of Deferred Acquisition Consideration in respect of the Eyevance Acquisition, pursuant to, and in the amounts and at the times provided for in, the Eyevance Acquisition Agreements and payments of Deferred Acquisition Consideration in respect of any Permitted Acquisition to the extent such Deferred Acquisition Consideration is permitted hereunder; provided that, with respect to the Eyevance Milestone Payments and payments of such Deferred Acquisition Consideration, both immediately before and immediately after giving effect to such payments, no Event of Default pursuant to Section 11.01(a), (b), (d) (solely with respect to a failure to observe or perform the covenant under Section 10.01) or (h) has occurred and is continuing (it being understood and agreed that this proviso shall not apply to Deferred Acquisition Consideration that consists of purchase price adjustments, royalty, non-compete and/or consulting payments) and (vii) Permitted Refinancings permitted hereunderExisting Convertible Debenture Debt.

Payments of Indebtedness. Such Obligor will notPay, and will not permit any of its Subsidiaries toredeem, make any payments purchase, defease or otherwise satisfy, in respect of each case any Indebtedness for borrowed money (other than (i) payments of Indebtedness under the Obligations, (ii) scheduled payments in respect of the Existing Notes pursuant to the terms of the Existing Notes Indenture as in effect on the date hereof, (iii) scheduled payments of other Indebtedness (and with respect to such Indebtedness that is subject to a subordination or intercreditor agreement in respect of the Obligations, solely to the extent permitted pursuant to the terms of such subordination or intercreditor agreement); (iv) intercompany indebtedness permitted under Section 9.01 (subject to the terms of the Intercompany Subordination Agreement, if applicableLoan Documents), (v) Indebtedness permitted to be incurred under Sections 9.01(b), (i), (j), (k), (l), (m) and (p), (vi) payments of Deferred Acquisition Consideration in respect of the Eyevance Acquisition, pursuant to, and in the amounts and at the times provided for in, the Eyevance Acquisition Agreements and payments of Deferred Acquisition Consideration in respect of any Permitted Acquisition to the extent such Deferred Acquisition Consideration is permitted hereunder; provided except that, with respect so long as no Default shall have occurred and be continuing prior to the Eyevance Milestone Payments and payments of such Deferred Acquisition Consideration, both immediately before and or immediately after giving effect to such paymentsany action described below or would result therefrom, including no Event of Default pursuant arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness (other than any such Indebtedness that is subordinate in Lien or payment priority to Section 11.01(athe Secured Obligations), ; (b)) payments of regularly scheduled principal and/or interest of any such Indebtedness that is subordinate in Lien or payment priority to the Secured Obligations subject to the conditions and solely to the extent such payment is permitted and is made under and in accordance with the relevant subordination provisions and restrictions governing such Indebtedness; (c) in addition, the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Indebtedness for borrowed money if, after giving effect to such payment, the Payment Conditions would be satisfied; and (d) (solely with respect to a failure to observe or perform the covenant under Section 10.01) or (h) has occurred and is continuing (it being understood and agreed that this proviso shall not apply to Deferred Acquisition Consideration that consists of purchase price adjustments, royalty, non-compete and/or consulting payments) and (vii) Permitted Refinancings of certain Permitted Indebtedness in accordance with and to the extent permitted hereunderby Section 7.03.