Common use of Prepayment and Amendment of Certain Debt Clause in Contracts

Prepayment and Amendment of Certain Debt. The Borrower will not, and will not permit any Subsidiary to: (a) 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 payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Debt permitted under Section 5.31(g) (collectively, “Voluntary Payments”) except for any regularly scheduled payments of interest and customary fees and expenses in respect of any Debt permitted under Section 5.31(g); provided that so long as the Voluntary Payment Conditions (as defined below) are satisfied: (i) the Borrower may make a Voluntary Payment of Debt with the proceeds of (A) Debt permitted under Section 5.31(g)(ii) or (B) an issuance by the Borrower of its Capital Securities; and (ii) the Borrower may make a Voluntary Payment of Debt so long as the aggregate principal amount of the Advances outstanding does not exceed eighty percent (80%) of the lesser of (A) the aggregate Revolver Commitments and (B) the Borrowing Base determined and calculated on a pro forma basis after giving effect to such Voluntary Payment (and on the date of such Voluntary Payment the Borrower delivers to the Administrative Agent a Borrowing Base Certification Report confirming the foregoing Borrowing Base calculation; provided, however, Borrower shall not be required to deliver such a Borrowing Base Certification Report with respect to any Voluntary Payment so long as the amount of such Voluntary Payment, together with all prior Voluntary Payments made during such Fiscal Quarter, does not exceed $2,000,000). As used herein, “Voluntary Payment Conditions” shall mean as to each Voluntary Payment (i) immediately prior to and after giving effect to such Voluntary Payment, no Default shall have occurred and be continuing, and (ii) after giving effect to such Voluntary Payment, the Borrower shall be in pro forma compliance with each of the covenants set forth in Sections 5.07, 5.09 and 5.10 (and on the date of such Voluntary Payment, the Borrower shall deliver to the Administrative Agent a certificate of the chief financial officer or other authorized officer of the Borrower to such effect; provided, however, Borrower shall not be required to deliver such a certificate with respect to any Voluntary Payment so long as the amount of such Voluntary Payment, together with all prior Voluntary Payments made during such Fiscal Quarter, does not exceed $2,000,000); or

Prepayment and Amendment of Certain Debt. The Borrower will not, and will not permit any Subsidiary (other than SPV Subsidiaries) to: (a) voluntarily redeem, retire or otherwise acquire for value, or voluntarily set apart any money for a sinking, defeasance or other analogous fund for the voluntary purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Debt permitted under Section 5.31(g) (collectively, “Voluntary Payments”) except for (it being understood that any regularly scheduled payments of interest and customary fees and expenses voluntary cash payment made in respect of any Debt the conversion features of convertible notes or the settlement in cash or stock or a combination thereof upon conversion of such notes shall be permitted under by this Section 5.31(g); provided that 5.42) except for the following payments: (i) so long as the Voluntary Payment Conditions (as defined below) are satisfied: (i) the Borrower may make a , any Voluntary Payment of Debt with the proceeds of (A) Debt permitted under Section 5.31(g)(ii5.31(e), Section 5.31(g), or Section 5.31(h) or (B) an issuance by the Borrower of its Capital Securities; and and (ii) the Borrower may make a any Voluntary Payment of Debt so long as (A) the aggregate principal amount of Voluntary Payment Conditions (as defined below) are satisfied and (B) the Advances outstanding Revolving Credit Exposure does not exceed eighty percent (80%) of the lesser of (Ax) the aggregate Revolver Commitments and (By) the Borrowing Base determined and calculated on a pro forma basis after giving effect to such Voluntary Payment (and on the date of such Voluntary Payment the Borrower delivers to the Administrative Agent a Borrowing Base Certification Report confirming the foregoing Borrowing Base calculation; provided, however, Borrower shall not be required to deliver such a Borrowing Base Certification Report with respect to any Voluntary Payment so long as the amount of such Voluntary Payment, together with all prior Voluntary Payments made during such Fiscal Quarter, does not exceed $2,000,000). As used herein, “Voluntary Payment Conditions” shall mean as to each Voluntary Payment (i) immediately prior to and after giving effect to such Voluntary Payment, no Default shall have occurred and be continuing, and (ii) after giving effect to such Voluntary Payment, the Borrower shall be in pro forma compliance with each of the covenants set forth in Sections 5.07, 5.09 and 5.10 (and on the date of such Voluntary Payment, the Borrower shall deliver to the Administrative Agent a certificate of the chief financial officer or other authorized officer of the Borrower to such effect; provided, however, Borrower shall not be required to deliver such a certificate with respect to any Voluntary Payment so long as the amount of such Voluntary Payment, together with all prior Voluntary Payments made during such Fiscal Quarter, does not exceed $2,000,000); or.

Prepayment and Amendment of Certain Debt. The Borrower will not, and will not permit any Subsidiary to: (a) voluntarily redeem, retire or otherwise acquire for value, or voluntarily set apart any money for a sinking, defeasance or other analogous fund for the voluntary purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Debt permitted under Section 5.31(g) (collectively, “Voluntary Payments”) except for (it being understood that any regularly scheduled payments of interest and customary fees and expenses voluntary cash payment made in respect of any Debt the conversion features of convertible notes or the settlement in cash or stock or a combination thereof upon conversion of such notes shall be permitted under by this Section 5.31(g); provided that 5.42) except for the following payments: (i) so long as the Voluntary Payment Conditions (as defined below) are satisfied: (i) the Borrower may make a , any Voluntary Payment of Debt with the proceeds of (A) Debt permitted under Section 5.31(g)(ii5.31(e), Section 5.31(g), or Section 5.31(h) or (B) an issuance by the Borrower of its Capital Securities; and and (ii) the Borrower may make a any Voluntary Payment of Debt so long as (A) the Voluntary Payment Conditions (as defined below) are satisfied and (B) the aggregate principal amount of the Advances outstanding does not exceed eighty percent (80%) of the lesser of (Ax) the aggregate Revolver Commitments and (By) the Borrowing Base determined and calculated on a pro forma basis after giving effect to such Voluntary Payment (and on the date of such Voluntary Payment the Borrower delivers to the Administrative Agent a Borrowing Base Certification Report confirming the foregoing Borrowing Base calculation; provided, however, Borrower shall not be required to deliver such a Borrowing Base Certification Report with respect to any Voluntary Payment so long as the amount of such Voluntary Payment, together with all prior Voluntary Payments made during such Fiscal Quarter, does not exceed $2,000,000). As used herein, “Voluntary Payment Conditions” shall mean as to each Voluntary Payment (i) immediately prior to and after giving effect to such Voluntary Payment, no Default shall have occurred and be continuing, and (ii) after giving effect to such Voluntary Payment, the Borrower shall be in pro forma compliance with each of the covenants set forth in Sections 5.07, 5.09 and 5.10 (and on the date of such Voluntary Payment, the Borrower shall deliver to the Administrative Agent a certificate of the chief financial officer or other authorized officer of the Borrower to such effect; provided, however, Borrower shall not be required to deliver such a certificate with respect to any Voluntary Payment so long as the amount of such Voluntary Payment, together with all prior Voluntary Payments made during such Fiscal Quarter, does not exceed $2,000,000); or.

Prepayment and Amendment of Certain Debt. The Borrower will not, and will not permit any Subsidiary to: (a) 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 payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Debt permitted under Section 5.31(g5.31(e) and (f) (collectively, “Voluntary Payments”) except for ), but not including any regularly scheduled payments of interest interest, and customary fees and expenses in respect of any Debt permitted under Section 5.31(g5.31(e) and (f) (it being understood that in the case of Unsecured Longer-Term Indebtedness convertible into Capital Securities: (i) the cash payments of accrued interest and other reasonable and customary expenses made by Borrower in respect of the conversion features thereof; and (ii) the conversion of such Unsecured Longer-Term Indebtedness into common stock of the Borrower that after issuance is not subject to any agreement between the holder of such common stock and any Loan Party where a Loan Party is required to purchase, redeem, retire, acquire, cancel or terminate any such common stock shall be permitted by this Section 5.42); provided that so long as the Voluntary Payment Conditions (as defined belowherein) are satisfied: (i1) the Borrower may make a Voluntary Payment of Debt with the proceeds of (Ai) Debt permitted under Section 5.31(g)(ii) 5.31(e), or (Bii) an issuance by the Borrower of its Capital Securities; and (ii2) at any time on or prior to the third anniversary of the Closing Date, the Borrower may make a Voluntary Payment of Debt so long as the aggregate principal amount of the Advances outstanding does under the Commitments do not exceed eighty percent (80%) of the lesser of (A) the aggregate Revolver Commitments and (B) the Borrowing Base determined and calculated on a pro forma basis after giving effect to such Voluntary Payment (and on the date of such Voluntary Payment the Borrower delivers to the Administrative Agent and each Lender a Borrowing Base Certification Report confirming the foregoing Borrowing Base calculation; provided, however, Borrower shall not be required to deliver such a Borrowing Base Certification Report with respect to any Voluntary Payment so long as the amount of such Voluntary Payment, together with all prior Voluntary Payments made during such Fiscal Quarter, does not exceed $2,000,000). As used herein, “Voluntary Payment Conditions” shall mean as to each Voluntary Payment (i) immediately prior to and after giving effect to such Voluntary Payment, no Default shall have occurred and be continuing, and (ii) after giving effect to such Voluntary Payment, the Borrower shall be in pro forma compliance with each of the covenants set forth in Sections 5.07, 5.09 5.05 and 5.10 5.07 (and on the date of such Voluntary Payment, the Borrower shall deliver to the Administrative Agent a certificate of the chief financial officer or other authorized officer of the Borrower a Financial Officer to such effect; provided, however, Borrower shall not be required to deliver such a certificate with respect to any Voluntary Payment so long as the amount of such Voluntary Payment, together with all prior Voluntary Payments made during such Fiscal Quarter, does not exceed $2,000,000); or

Prepayment and Amendment of Certain Debt. The Borrower will not, and will not permit any Subsidiary to: (a) (a) voluntarily redeem, retire or otherwise acquire for value, or voluntarily set apart any money for a sinking, defeasance or other analogous fund for the voluntary purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Debt permitted under Section 5.31(g) (collectively, “Voluntary Payments”) except for (it being understood that any regularly scheduled payments of interest and customary fees and expenses voluntary cash payment made in respect of any Debt the conversion features of convertible notes or the settlement in cash or stock or a combination thereof upon conversion of such notes shall be permitted under by this Section 5.31(g); provided that 5.42) except for the following payments: (i) so long as the Voluntary Payment Conditions (as defined below) are satisfied: (i) the Borrower may make a , any Voluntary Payment of Debt with the proceeds of (A) Debt permitted under Section 5.31(g)(ii5.31(e), Section 5.31(g), or Section 5.31(h) or (B) an issuance by the Borrower of its Capital Securities; and and (ii) the Borrower may make a any Voluntary Payment of Debt so long as (A) the Voluntary Payment Conditions (as defined below) are satisfied and (B) the aggregate principal amount of the Advances outstanding outstandingRevolving Credit Exposure does not exceed eighty percent (80%) of the lesser of (Ax) the aggregate Revolver Commitments and (By) the Borrowing Base determined and calculated on a pro forma basis after giving effect to such Voluntary Payment (and on the date of such Voluntary Payment the Borrower delivers to the Administrative Agent a Borrowing Base Certification 128 ​ WBD (US) 42673629v7​ Report confirming the foregoing Borrowing Base calculation; provided, however, Borrower shall not be required to deliver such a Borrowing Base Certification Report with respect to any Voluntary Payment so long as the amount of such Voluntary Payment, together with all prior Voluntary Payments made during such Fiscal Quarter, does not exceed $2,000,000). As used herein, “Voluntary Payment Conditions” shall mean as to each Voluntary Payment (i) immediately prior to and after giving effect to such Voluntary Payment, no Default shall have occurred and be continuing, and (ii) after giving effect to such Voluntary Payment, the Borrower shall be in pro forma compliance with each of the covenants set forth in Sections 5.07, 5.09 and 5.10 (and on the date of such Voluntary Payment, the Borrower shall deliver to the Administrative Agent a certificate of the chief financial officer or other authorized officer of the Borrower to such effect; provided, however, Borrower shall not be required to deliver such a certificate with respect to any Voluntary Payment so long as the amount of such Voluntary Payment, together with all prior Voluntary Payments made during such Fiscal Quarter, does not exceed $2,000,000); or.