Common use of Payments of Indebtedness Clause in Contracts

Payments of Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or any Unsecured Longer-Term Indebtedness (other than, so long as no Default has occurred and is continuing or would result therefrom, (i) the refinancing of any Secured Longer-Term Indebtedness or any Unsecured Longer-Term Indebtedness with the Net Cash Proceeds of any Indebtedness permitted under Section 6.01(b)(ii) and (c) (such Indebtedness, the “Refinancing Indebtedness”); provided that the Borrower may, at its option, use the Net Cash Proceeds of such Refinancing Indebtedness to immediately prepay Loans hereunder and, within 45 calendar days after the incurrence of such Refinancing Indebtedness, the Borrower may prepay such Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (including with proceeds of the Loans hereunder) in an amount equal to the principal amount of Loans prepaid with such Refinancing Indebtedness so long as, with respect to a prepayment within such 45 calendar days pursuant to this proviso, such Refinancing Indebtedness would have been permitted to have been incurred pursuant to Section 6.01(b)(ii) or (c), as applicable, if such Refinancing Indebtedness was incurred on the date of such prepayment; and (ii) with the Net Cash Proceeds of any issuance of Equity Interests after the Effective Date, in each case under the foregoing clauses (i) and (ii), solely to the extent not required to be used to prepay Loans and, except as expressly set forth in the proviso to clause (i), such refinanced or purchased debt is immediately discharged, extinguished or terminated), except for (a) regularly scheduled payments of interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under convertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)), or (b) payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.08(c).

Payments of Indebtedness. The Borrower will not(a) In the case of any Indebtedness (other than subordinated Indebtedness, nor will it permit as to which clause (b) shall apply), if any Event of its Subsidiaries toDefault under Section 8.01(a) or (b) (only with respect to an Event of Default under Section 7.11) shall have occurred and be continuing, voluntarily prepay, redeem, purchase, redeem, retire defease or otherwise acquire for value, or set apart satisfy prior to the scheduled maturity thereof in any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or any Unsecured Longer-Term Indebtedness (other than, so long as no Default has occurred and is continuing or would result therefrommanner except, (i) the refinancing prepayment of any Secured Longer-Term Indebtedness or any Unsecured Longer-Term Indebtedness the Credit Extensions in accordance with the Net Cash Proceeds terms of any this Agreement, (ii) regularly scheduled or required repayments or redemptions of Indebtedness permitted under Section 6.01(b)(iiin respect of the Second Lien Secured Notes and other Indebtedness set forth in Schedule 7.02(b) and (c) (such Indebtedness, the “Refinancing Indebtedness”); provided that the Borrower may, at its option, use the Net Cash Proceeds refinancings and refundings of such Refinancing Indebtedness to immediately prepay Loans hereunder andin compliance with Section 7.02(c) or 7.02(m), within 45 calendar days after the incurrence (iii) prepayments or redemption of such Refinancing Indebtedness, the Borrower may prepay such Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (including A) with consideration constituting the exchange of Qualified Equity Interests for the extinguishment of such Indebtedness in whole or in part or (B) with the proceeds of the Loans hereunderissuance of Qualified Equity Interests, (iv) the redemption of any Senior Notes that remain outstanding after giving effect to the Amendment Transactions, (v) the satisfaction and discharge of the Senior Notes Indenture and (vi) in an amount equal to the principal amount case of Loans prepaid Indebtedness outstanding under the Exchangeable Notes or the Exchangeable Notes Indenture, the prepayment or redemption of the Exchangeable Notes in connection with such Refinancing Indebtedness so long asthe exercise of the Xxxxxx Option with Permitted Xxxxxx Option Amounts and/or the conversion or exchange of the Exchangeable Notes into or for Qualified Equity Interests of the MLP; (b) in the case of subordinated Indebtedness, with respect to a prepayment within such 45 calendar days pursuant to this proviso, such Refinancing Indebtedness would have been permitted to have been incurred pursuant to Section 6.01(b)(ii) make any payments (whether voluntary or (cotherwise), as applicableredemptions, if such Refinancing Indebtedness was incurred on the date purchases, defease or otherwise acquire, retire or satisfy any principal, interest or other amounts owed in respect of such prepayment; and (ii) with the Net Cash Proceeds of any issuance of Equity Interests after the Effective Date, in each case under the foregoing clauses Indebtedness other than (i) and (ii), solely to the extent not required to be used to prepay Loans and, except as expressly set forth in the proviso to clause (i), such refinanced or purchased debt is immediately discharged, extinguished or terminated), except for (a) regularly scheduled payments of interest or principal made in respect thereof required pursuant to compliance with the instruments evidencing subordination terms thereof, (ii) so long as no Default exists or would result therefrom, prepayments or redemption of such Indebtedness in an amount not to exceed the MLP Cumulative Amount as in effect immediately before the respective prepayment, (iii) so long as no Default exists or would result therefrom, prepayments of such Indebtedness in an amount not to exceed the Incremental Funds Amount as in effect immediately before the respective prepayment or redemption and the payment when due (iv) prepayments or redemption of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (wA) with consideration constituting the conversion features into Permitted exchange of Qualified Equity Interests under convertible notes; (x) for the triggering extinguishment of such conversion and/or settlement thereof solely Indebtedness in whole or in part or (B) with Permitted the proceeds of the issuance of Qualified Equity Interests; and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)), or (b) payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.08(c).and

Payments of Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or or, any Unsecured Longer-Term Indebtedness Indebtedness, the 2028 Notes or the 2029 Notes (other than, so long as no Default has occurred and is continuing or would result therefrom, (i) the refinancing of any Secured Longer-Term Indebtedness or or, any Unsecured Longer-Term Indebtedness Indebtedness, the 2028 Notes or the 2029 Notes with the Net Cash Proceeds of any Indebtedness permitted under Section 6.01(b)(ii) and (c) (such Indebtedness, the “Refinancing Indebtedness”); provided that the Borrower may, at its option, use the Net Cash Proceeds of such Refinancing Indebtedness to immediately prepay Loans hereunder and, within 45 calendar days after the incurrence of such Refinancing Indebtedness, the Borrower may prepay such Secured Longer-Term Indebtedness or or, Unsecured Longer-Term Indebtedness Indebtedness, the 2028 Notes or the 2029 Notes (including with proceeds of the Loans hereunder) in an amount equal to the principal amount of Loans prepaid with such Refinancing Indebtedness so long as, with respect to a prepayment within such 45 calendar days pursuant to this proviso, such Refinancing Indebtedness would have been permitted to have been incurred pursuant to Section 6.01(b)(ii) or (c), as applicable, if such Refinancing Indebtedness was incurred on the date of such prepayment; and (ii) with the Net Cash Proceeds of any issuance of Equity Interests after the Effective Date, in each case under the foregoing clauses (i) and (ii), solely to the extent not required to be used to prepay Loans and, except as expressly set forth in the proviso to clause (i), such refinanced or purchased debt is immediately discharged, extinguished or terminated), except for (a) regularly scheduled payments of interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under convertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests,; and (yiii) any cash payment on account in the case of interest the 2028 Notes or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof2029 Notes, shall be permitted under this clause (a)), using Cash or (b) payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.08(c).the

Payments of Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Indebtedness, any Unsecured Longer-Term Indebtedness or the 20232026 Notes (other than, so long as no Default has occurred and is continuing or would result therefrom, (i) the refinancing of any Secured Longer-Term Indebtedness or Indebtedness, any Unsecured Longer-Term Indebtedness or the 20232026 Notes with the Net Cash Proceeds of any Indebtedness permitted under Section 6.01(b)(ii) and (c) (such Indebtedness, the “Refinancing Indebtedness”); provided that the Borrower may, at its option, use the Net Cash Proceeds of such Refinancing Indebtedness to immediately prepay Loans hereunder and, within 45 calendar days after the incurrence of such Refinancing Indebtedness, the Borrower may prepay such Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness or 2026 Notes (including with proceeds of the Loans hereunder) in an amount equal to the principal amount of Loans prepaid with such Refinancing Indebtedness so long as, with respect to a prepayment within such 45 calendar days pursuant to this proviso, such Refinancing Indebtedness would have been permitted to have been incurred pursuant to Section 6.01(b)(ii) or (c), as applicable, if such Refinancing Indebtedness was incurred on the date of such prepayment; and (ii) with the Net Cash Proceeds of any issuance of Equity Interests after the Amendment No. 35 Effective DateDate so long as such Net Cash Proceeds are promptly used to purchase any such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or the 2023 Notes at a discount to the applicable par value of the applicable Indebtedness, in each case under the foregoing clauses (i) and (ii), solely to the extent not required to be used to prepay Loans and, except as expressly set forth in the proviso to clause (i), such refinanced or purchased debt is immediately discharged, extinguished or terminated), except for (a) regularly scheduled payments of interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under convertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)), or (b) payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.08(c).

Payments of Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Indebtedness, any Unsecured Longer-Term Indebtedness or the 2023 Notes (other than, so long as no Default has occurred and is continuing or would result therefrom, (i) the refinancing of any Secured Longer-Term Indebtedness or Indebtedness, any Unsecured Longer-Term Indebtedness or the 2023 Notes with the Net Cash Proceeds of any Indebtedness permitted under Section 6.01(b)(ii) and (c) (such Indebtedness, the “Refinancing Indebtedness”); provided that the Borrower may, at its option, use the Net Cash Proceeds of such Refinancing Indebtedness to immediately prepay Loans hereunder and, within 45 calendar days after the incurrence of such Refinancing Indebtedness, the Borrower may prepay such Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (including with proceeds of the Loans hereunder) in an amount equal to the principal amount of Loans prepaid with such Refinancing Indebtedness so long as, with respect to a prepayment within such 45 calendar days pursuant to this proviso, such Refinancing Indebtedness would have been permitted to have been incurred pursuant to Section 6.01(b)(ii) or (c), as applicable, if such Refinancing Indebtedness was incurred on the date of such prepayment; and (ii) with the Net Cash Proceeds of any issuance of Equity Interests after the Amendment No. 3 Effective DateDate so long as such Net Cash Proceeds are promptly used to purchase any such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or the 2023 Notes at a discount to the applicable par value of the applicable Indebtedness, in each case under the foregoing clauses (i) and (ii), solely to the extent not required to be used to prepay Loans and, except as expressly set forth in the proviso to clause (i), and such refinanced or purchased debt is immediately discharged, extinguished or terminated), except for (a) regularly scheduled payments of interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under convertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)), or (b) payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.08(c).

Payments of Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Indebtedness, any Unsecured Longer-Term Indebtedness or the 2023 Notes (other than, so long as no Default has occurred and is continuing or would result therefrom, (i) the refinancing of any Secured Longer-Term Indebtedness or Indebtedness, any Unsecured Longer-Term Indebtedness or the 2023 Notes with the Net Cash Proceeds of any Indebtedness permitted under Section 6.01(b)(ii) and (c) (such Indebtedness, the “Refinancing Indebtedness”); provided that the Borrower may, at its option, use the Net Cash Proceeds of such Refinancing Indebtedness to immediately prepay Loans hereunder and, within 45 calendar days after the incurrence of such Refinancing Indebtedness, the Borrower may prepay such Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (including with proceeds of the Loans hereunder) in an amount equal to the principal amount of Loans prepaid with such Refinancing Indebtedness so long as, with respect to a prepayment within such 45 calendar days pursuant to this proviso, such Refinancing Indebtedness would have been permitted to have been incurred pursuant to Section 6.01(b)(ii) or (c), as applicable, if such Refinancing Indebtedness was incurred on the date of such prepayment; and (ii) with the Net Cash Proceeds of any issuance of Equity Interests after the Amendment No. 3 Effective DateDate so long as such Net Cash Proceeds are promptly used to purchase any such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or the 2023 Notes with Indebtedness permitted under Section 6.01(b) and (c)at a discount to the applicable par value of the applicable Indebtedness, in each case under the foregoing clauses (i) and (ii), solely to the extent not required to be used to prepay Loans and, except as expressly set forth in the proviso to clause (i), and such refinanced or purchased debt is immediately discharged, extinguished or terminated), except for (a) regularly scheduled payments of interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under convertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)), or (b) payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.08(c).