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, 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, 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) and (ii) with the Net Cash Proceeds of any issuance of Equity Interests after the Amendment No. 3 Effective Date 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 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, any Unsecured Longer-Term Indebtedness or the 2023 Notes (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, any Unsecured Longer-Term Indebtedness or the 2023 Notes Credit Extensions in accordance with the Net Cash Proceeds terms of any Indebtedness permitted under Section 6.01(b)(ii) and (c) and this Agreement, (ii) regularly scheduled or required repayments or redemptions of Indebtedness in respect of the Second Lien Secured Notes and other Indebtedness set forth in Schedule 7.02(b) and refinancings and refundings of such Indebtedness in compliance with Section 7.02(c) or 7.02(m), (iii) prepayments or redemption of such Indebtedness (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 Net Cash Proceeds proceeds of the issuance of Qualified Equity Interests, (iv) the redemption of any issuance of Equity Interests Senior Notes that remain outstanding after giving effect to the Amendment No. 3 Effective Date so long as such Net Cash Proceeds are promptly used to purchase any such Secured Longer-Term IndebtednessTransactions, Unsecured Longer-Term (v) the satisfaction and discharge of the Senior Notes Indenture and (vi) in the case of Indebtedness outstanding under the Exchangeable Notes or the 2023 Exchangeable Notes at a discount to Indenture, the applicable par value prepayment or redemption 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 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 Exchangeable Notes in connection with such Indebtedness (it being understood that: (w) the exercise of the Xxxxxx Option with Permitted Xxxxxx Option Amounts and/or the conversion features or exchange of the Exchangeable Notes into Permitted or for Qualified Equity Interests under convertible notes; (x) of 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).MLP;

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, 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, 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) and (ii) with the Net Cash Proceeds of any issuance of Equity Interests after the Amendment No. 3 Effective Date 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 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 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).. 128

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, any Unsecured Longer-Term Indebtedness or the 2023 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, any Unsecured Longer-Term Indebtedness or the 2023 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, 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. 3 35 Effective Date 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 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).. 138

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, Indebtedness or 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, Indebtedness or 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 Date 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 IndebtednessDate, in each case under the foregoing clauses (i) and (ii), solely to the extent not required to be used to prepay Loans and 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).