Common use of Prepayment of Other Indebtedness Clause in Contracts

Prepayment of Other Indebtedness. Permit any Obligor or Restricted Subsidiary to: (a) if on any date a Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, or if the Prepayment Conditions are not satisfied at such date, make (or give any notice with respect thereto of) any voluntary, optional or other non-scheduled payment, prepayment (including any excess cash flow sweeps of Borrowed Money), redemption, acquisition for value (including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Senior Notes or Senior Secured Notes or any Subordinated Indebtedness of any Obligor or Restricted Subsidiary, but excluding (i) any refinancing thereof permitted under Section 9.2.3, (ii) any payment made in satisfaction of any Obligor's or any Restricted Subsidiary's obligations with respect to the conversion or exchange of any debt securities convertible into or exchangeable, in whole or in part, for shares of capital stock of (or other ownership or profit interests in) any Obligor or any Restricted Subsidiary, in each case to the extent that (A) any such payment is made in lieu of fractional shares or (B) any such payment does not exceed the principal amount of the debt securities in respect of which the conversion or exchange right has been exercised, and (iii) any payment or prepayment made with respect to Indebtedness arising under any Senior Notes Agreement or any Senior Secured Notes Agreement upon the occurrence of a contingency such as, for example and not by way of limitation, an event of default, the destruction of assets or a change of control if (and only if) the applicable Senior Notes Agreement or Senior Secured Notes Agreement requires such prepayment; and (b) notwithstanding subsection (a) of this Section 9.2.11, make any payment in respect of Subordinated Indebtedness in violation of the relevant subordination provisions.

Prepayment of Other Indebtedness. Permit any Obligor or Restricted Subsidiary to: (a) if on any date a Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, or if the Prepayment Conditions are not satisfied at such date, make Make (or give any notice with respect thereto ofthereto) any voluntary, voluntary or optional payment or other non-scheduled payment, prepayment (including any excess cash flow sweeps of Borrowed Money), redemption, or voluntary or optional redemption or acquisition for value of (including, including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Senior Notes or Senior Secured Notes or any Subordinated Indebtedness of any Obligor Note Party or any Subsidiary (each of the foregoing, a “Junior Debt Restricted SubsidiaryPayment”), but excluding other than (a) Indebtedness arising under the Note Documents, (b) Indebtedness arising under the Lockheed Xxxxxx Note Documents (x) so long as the Notes are concurrently prepaid (i) if an Enhanced Protection Event has occurred, in full and (ii) if an Enhanced Protection Event has not occurred, on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) or (y) on the Combination Closing Date (other than the Rollover Notes unless such Senior Secured Note Debt Rollover (as defined in the Acquisition Agreement) is effectuated through a Debt Exchange (as defined in the Acquisition Agreement)), (c) Indebtedness permitted by Section 8.03(e) (solely to the extent made with the proceeds of additional issuances of Indebtedness permitted under Section 8.03(e)), (d) other Indebtedness (other than Indebtedness arising under the Lockheed Xxxxxx Note Documents) so long as the aggregate principal amount of Junior Debt Restricted Payments pursuant to this clause (d) does not exceed (x) prior to the Combination Closing Date, $500,000 in the aggregate and (y) on and after the Combination Closing Date, $5,000,000 in the aggregate together with Restricted Payments made pursuant to Section 8.06(h), (e) provided that no Default or Event of Default shall exist at the time of such payment, Indebtedness with respect to Working Capital Facilities or (f) after the Combination Closing Date, provided that (i) no Event of Default shall exist at the time of such payment or would result therefrom and (ii) the Staton Cash Payment Obligations shall be subordinated to all Obligations pursuant to a subordination agreement in form and substance reasonably satisfactory to the Purchasers, payment by the Acquiror of its obligations (the “Xxxxxx Payment Obligations” and any such obligations payable in cash, the “Staton Cash Payment Obligations”) to Xxxxxx in connection with any PIPE investment made by such entities as set forth in the applicable Subscription Agreement (as in effect on the Closing Date and without giving effect to any amendments or modifications thereto in any manner adverse to the interests of the Purchasers) between the Acquiror and Xxxxxx, in an amount equal to $30,000,000 to be paid in sixteen quarterly installments, in which the first four quarterly installments of $1,875,000 during the first twelve months following the Combination Closing Date shall be paid in cash and the remaining quarterly installments thereafter shall be paid, at the Acquiror’s election, (x) in the common stock of the Acquiror or (y) in cash. 8.12 Organization Documents; Fiscal Year; Legal Name, Jurisdiction of Formation and Form of Entity; Certain Amendments. (a) Amend, modify or change its Organization Documents in a manner materially adverse to the Purchasers. 85 US-DOCS\127429400.24 (b) Change its fiscal year. (c) Without providing ten (10) days prior written notice to the Agent and the Purchasers, in the case of any Note Party change its name, jurisdiction of organization or form of organization. (d)(x) Prior to the Combination Closing Date, amend, supplement, waive or otherwise modify (or permit the amendment, supplement, waiver or modification), or enter into any forbearance from exercising any rights with respect to, (i) any refinancing thereof permitted under Section 9.2.3Material Contract if such amendment, supplement, waiver, modification or forbearance could, individually or in the aggregate, reasonably be expected to result in (A) a loss of more than 10% of the consolidated revenue of the Note Parties and their Subsidiaries on a consolidated basis (as measured against the consolidated revenue of the Note Parties and their Subsidiaries reflected in the most recently delivered financial statements delivered pursuant to Sections 5.01(c) or 7.01 or (B) liability to the Note Parties or any Subsidiary in excess of $5,000,000, (ii) any payment made agreement entered into in satisfaction of any Obligor's connection with a Working Capital Facility unless such amendment, supplement, waiver, modification or any Restricted Subsidiary's obligations with respect to forbearance is not prohibited by the conversion WC Intercreditor Agreement or exchange of any debt securities convertible into or exchangeable, in whole or in part, for shares of capital stock of (or other ownership or profit interests in) any Obligor or any Restricted Subsidiary, in each case to the extent that (A) any such payment is made in lieu of fractional shares or (B) any such payment does not exceed the principal amount of the debt securities in respect of which the conversion or exchange right has been exercised, and (iii) any payment other document or prepayment made other agreement evidencing Indebtedness permitted under Section 8.03(f) unless such amendment, supplement, waiver or modification is not prohibited by the applicable subordination agreement, if any or (y) on or after the Combination Closing Date, amend, supplement, waive or otherwise modify (or permit the amendment, supplement, waiver or modification), or enter into any forbearance from exercising any rights with respect to, (i) any Material Contract in a manner that would be reasonably expected to Indebtedness arising under cause a material change to the validity, enforceability or perfection of the Purchasers’ security interest in such Material Contract or would otherwise be reasonably likely to have a Material Adverse Effect, (ii) any Senior Notes agreement entered into in connection with a Working Capital Facility unless such amendment, supplement, waiver, modification or forbearance is not prohibited by the WC Intercreditor Agreement or (iii) any Senior Secured Notes Agreement upon the occurrence of a contingency other document or other agreement evidencing Indebtedness permitted under Section 8.03(f) unless such asamendment, for example and supplement, waiver or modification is not prohibited by way of limitation, an event of default, the destruction of assets or a change of control if (and only if) the applicable Senior Notes Agreement subordination agreement, if any. (e)Amend, modify or Senior Secured Notes Agreement requires such prepayment; and (b) notwithstanding subsection (a) of this Section 9.2.11, make change any payment in respect of Subordinated Indebtedness in violation term or condition of the relevant subordination provisionsLockheed Xxxxxx Note Documents in any manner materially adverse to the interests of the Purchasers.

Prepayment of Other Indebtedness. Permit any Obligor or Restricted Subsidiary to: (a) if on any date a Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, or if the Prepayment Conditions are not satisfied at such date, make Make (or give any notice with respect thereto ofthereto) any voluntary, voluntary or optional payment or other non-scheduled payment, prepayment (including any excess cash flow sweeps of Borrowed Money), redemption, or voluntary or optional redemption or acquisition for value of (including, including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Senior Notes or Senior Secured Notes or any Subordinated Indebtedness of any Obligor Note Party or any Subsidiary (each of the foregoing, a “Junior Debt Restricted SubsidiaryPayment”), but excluding other than (a) Indebtedness arising under the Note Documents, (b) Indebtedness arising under the FP Note Documents so long as the Notes are concurrently prepaid on a pro rata basis (as determined in accordance with Section 2.12 of the First Lien Intercreditor Agreement), (c) Indebtedness permitted by Section 8.03(e) (solely to the extent made with the proceeds of additional issuances of Indebtedness permitted under Section 8.03(e)), (d) other Indebtedness (other than Indebtedness arising under the FP Note Documents and the Convertible Note Documents) so long as the aggregate principal amount of Junior Debt Restricted Payments pursuant to this clause (d) does not exceed (x) prior to the Combination Closing Date, $500,000 in the aggregate and (y) on and after the Combination Closing Date, $5,000,000 in the aggregate together with Restricted Payments made pursuant to Section 8.06(h), (e) provided that no Default or Event of Default shall exist at the time of such payment, Indebtedness with respect to Working Capital Facilities, (f) after the Combination Closing Date, provided that (i) no Event of Default shall exist at the time of such payment or would result therefrom and (ii) the Staton Cash Payment Obligations shall be subordinated to all Obligations pursuant to a subordination agreement in form and substance reasonably satisfactory to the Purchasers, payment by the Acquiror of its obligations (the “Sxxxxx Payment Obligations” and any refinancing thereof permitted under such obligations payable in cash, the “Staton Cash Payment Obligations”) to Sxxxxx in connection with any PIPE investment made by such entities as set forth in the Sxxxxx Subscription Agreement (as in effect on the Fifth Amendment Effective Date and without giving effect to any amendments or modifications thereto in any manner adverse to the interests of the Purchasers) between the Acquiror and Sxxxxx, in an amount equal to $30,000,000 to be paid in sixteen quarterly installments, in which the first four quarterly installments of $1,875,000 during the first twelve months following the Combination Closing Date shall be paid in cash and the remaining quarterly installments thereafter shall be paid, at the Acquiror’s election, (x) in the common stock of the Acquiror or (y) in cash (provided that, for the avoidance of doubt, nothing herein shall prevent the Sxxxxx Payment Obligations from being paid in the form of common stock in accordance with the terms of the Sxxxxx Subscription Agreement) and (g) (i) provided that no Default or Event of Default shall exist at the time of such payment or would result therefrom, so long as the Consolidated Interest Coverage Ratio of the Acquiror and its Subsidiaries, determined on a pro forma basis as of the last day of the most recently ended Test Period, is not less than 2.00:1.00, cash interest on the Convertible Notes, as set forth in Section 9.2.32.09 of the Convertible Note Purchase Agreement, (ii) any Indebtedness arising under the Convertible Note Documents (x) so long as the Notes are concurrently prepaid or repaid in whole or (y) so long as no Default or Event of Default shall exist at the time of such payment made in satisfaction of any Obligor's or any Restricted Subsidiary's obligations with respect to the conversion or exchange of any debt securities convertible into or exchangeablewould result therefrom, such Indebtedness is repaid in whole or in part, for shares of capital stock of (or other ownership or profit interests in) any Obligor or any Restricted Subsidiary, in each case to part substantially concurrently solely with the extent that (A) any such payment is made in lieu of fractional shares or (B) any such payment does not exceed the principal amount proceeds of the debt securities in respect sale of which the conversion or exchange right has been exercisedAcquiror’s Qualified Capital Stock, and the Issuer shall have delivered a written notice of such sale and repayment five (5) Business Days prior to such event, and (iii) any payment of cash pursuant to Section 8.23 of the Convertible Note Purchase Agreement (for the avoidance of doubt, the parties hereto agree that any such payments shall constitute a Junior Debt Restricted Payment subject to this Section 8.11) (x) so long as the Notes are concurrently prepaid or prepayment made repaid in whole or (y) so long as no Default or Event of Default shall exist at the time of such payment or would result therefrom, such cash payment is repaid in whole substantially concurrently solely with respect to Indebtedness arising under any Senior Notes Agreement or any Senior Secured Notes Agreement upon the occurrence proceeds of a contingency sale of the Acquiror’s Qualified Capital Stock, and the Issuer shall have delivered a written notice of such as, for example sale and not by way of limitation, an event of default, the destruction of assets or a change of control if repayment five (and only if5) the applicable Senior Notes Agreement or Senior Secured Notes Agreement requires Business Days prior to such prepayment; andevent.” (baa) notwithstanding subsection (a) of this Section 9.2.11, make any payment in respect of Subordinated Indebtedness in violation 8.12 of the relevant subordination provisions.Existing Note Purchase Agreement shall be amended to add the following new clause (g):

Prepayment of Other Indebtedness. Permit any Obligor or Restricted Subsidiary to: (a) if on any date a Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, or if the Prepayment Conditions are not satisfied at such date, make Make (or give any notice with respect thereto ofthereto) any voluntary, voluntary or optional payment or other non-scheduled payment, prepayment (including any excess cash flow sweeps of Borrowed Money), redemption, or voluntary or optional redemption or acquisition for value of (including, including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Senior Notes or Senior Secured Notes or any Subordinated Indebtedness of any Obligor Note Party or any Subsidiary (each of the foregoing, a “Junior Debt Restricted SubsidiaryPayment”), but excluding other than (a) Indebtedness arising under the Note Documents, (b) Indebtedness arising under the Lockheed Xxxxxx Note Documents (x) so long as the Notes are concurrently prepaid (i) any refinancing thereof if an Enhanced Protection Event has occurred, in full and (ii) if an Enhanced Protection Event has not occurred, on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) or (y) on the Combination Closing Date (other than the Rollover Notes unless such Senior Secured Note Debt Rollover (as defined in the Acquisition Agreement) is effectuated through a Debt Exchange (as defined in the Acquisition Agreement)), (c) Indebtedness permitted by Section 8.03(e) (solely to the extent made with the proceeds of additional issuances of Indebtedness permitted under Section 9.2.38.03(e)), (d) other Indebtedness (other than Indebtedness arising under the Lockheed Xxxxxx Note Documents or the Lockheed Xxxxxx Convertible Note Documents) so long as the aggregate principal amount of Junior Debt Restricted Payments pursuant to this clause (d) does not exceed (x) prior to the Combination Closing Date, $500,000 in the aggregate and (y) on and after the Combination Closing Date, $5,000,000 in the aggregate together with Restricted Payments made pursuant to Section 8.06(h), (e) provided that no Default or Event of Default shall exist at the time of such payment, Indebtedness with respect to Working Capital Facilities or , (f) after the Combination Closing Date, provided that (i) no Event of Default shall exist at the time of such payment or would result therefrom and (ii) the Staton Cash Payment Obligations shall be subordinated to all Obligations pursuant to a subordination agreement in form and substance reasonably satisfactory to the Purchasers, payment by the Acquiror of its obligations (the “Xxxxxx Payment Obligations” and any such obligations payable in cash, the “Staton Cash Payment Obligations”) to Xxxxxx in connection with any PIPE investment made by such entities as set forth in the Xxxxxx Subscription Agreement (as in effect on the Closing Date and without giving effect to any amendments or modifications thereto in any manner adverse to the interests of the Purchasers) between the Acquiror and Xxxxxx, in an amount equal to $30,000,000 to be paid in sixteen quarterly installments, in which the first four quarterly installments of $1,875,000 during the first twelve months following the Combination Closing Date shall be paid in cash and the remaining quarterly installments thereafter shall be paid, at the Acquiror’s election, (x) in the common stock of the Acquiror or (y) in cash. (provided that, for the avoidance of doubt, nothing herein shall prevent the Xxxxxx Payment Obligations from being paid in the form of common stock in accordance with the terms of the Xxxxxx Subscription Agreement); and (g) (i) provided that no Default or Event of Default shall exist at the time of such payment or would result therefrom, so long as the Consolidated Interest Coverage Ratio of the Acquiror and its Subsidiaries, determined on a pro forma basis as of the last day of the most recently ended Test Period, is not less than 2.00:1.00, cash interest on the Convertible Notes, as set forth in Section 2.09 of the Lockheed Xxxxxx Convertible Note Purchase Agreement, (ii) any Indebtedness arising under the Lockheed Xxxxxx Convertible Note Documents (x) so long as the Notes are concurrently prepaid or repaid in whole or (y) so long as no Default or Event of Default shall exist at the time of such payment made in satisfaction of any Obligor's or any Restricted Subsidiary's obligations with respect to the conversion or exchange of any debt securities convertible into or exchangeablewould result therefrom, such Indebtedness is repaid in whole or in part, for shares part substantially concurrently solely with the proceeds of capital stock of (or other ownership or profit interests in) any Obligor or any Restricted Subsidiary, in each case to the extent that (A) any such payment is made in lieu of fractional shares or (B) any such payment does not exceed the principal amount a sale of the debt securities in respect Acquiror’s Qualified Capital Stock, and the Issuer shall have delivered a written notice of which the conversion or exchange right has been exercisedsuch sale and repayment five (5) Business Days prior to such event, and (iii) any payment of cash pursuant to Section 8.23 of the Lockheed Xxxxxx Convertible Note Purchase Agreement (for the avoidance of doubt, the parties hereto agree that any such payments shall constitute a Junior Debt Restricted Payment subject to this Section 8.11) (x) so long as the Notes are concurrently prepaid or prepayment made repaid in whole or (y) so long as no Default or Event of Default shall exist at the time of such payment or would result therefrom, such cash payment is repaid in whole substantially concurrently solely with respect to Indebtedness arising under any Senior Notes Agreement or any Senior Secured Notes Agreement upon the occurrence proceeds of a contingency such as, for example and not by way of limitation, an event of default, the destruction of assets or a change of control if (and only if) the applicable Senior Notes Agreement or Senior Secured Notes Agreement requires such prepayment; and (b) notwithstanding subsection (a) of this Section 9.2.11, make any payment in respect of Subordinated Indebtedness in violation sale of the relevant subordination provisionsAcquiror’s Qualified Capital Stock, and the Issuer shall have delivered a written notice of such sale and repayment five (5) Business Days prior to such event.

Prepayment of Other Indebtedness. Permit any Obligor or Restricted Subsidiary to: (a) if on any date a Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, or if the Prepayment Conditions are not satisfied at such date, make Make (or give any notice with respect thereto ofthereto) any voluntary, voluntary or optional payment or other non-scheduled payment, prepayment (including any excess cash flow sweeps of Borrowed Money), redemption, or redemption or acquisition for value of (including, including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Senior Notes or Senior Secured Notes or any Subordinated principal of Indebtedness of any Obligor Loan Party or Restricted Subsidiaryany Subsidiary prior to its scheduled maturity, but excluding other than (a) Indebtedness arising under the Loan Documents, (b) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed pursuant to a Permitted Transfer or Disposition permitted by Section 8.05, (c) converting (or exchanging) any Indebtedness to (or for) Qualified Capital Stock of the Borrower, (d) Indebtedness to the extent consummated solely with the proceeds of Permitted Refinancings of such specific Indebtedness being prepaid, redeemed, refunded, refinanced or exchanged as permitted hereunder and (e) Indebtedness of the type permitted by Sections 8.03(e), (g), (h) and (i). (b) Make (or give any notice with respect thereto) any Redemption Payment prior to the scheduled maturity of any Permitted Convertible Bond Indebtedness (other than (i) any refinancing thereof permitted under Section 9.2.3, interest due thereon and any fees due thereunder and (ii) cash in lieu of fractional shares). Notwithstanding anything to the contrary in the foregoing, the issuance of, performance of obligations under (including any payment made payments of interest), and conversion, exercise, repurchase, redemption (including, for the avoidance of doubt, a required repurchase in connection with the redemption of Permitted Convertible Bond Indebtedness upon satisfaction of any Obligor's or any Restricted Subsidiary's obligations with respect a condition related to the conversion stock price of the common stock of the Borrower), settlement or exchange early termination or cancellation of any debt securities convertible into or exchangeable, (whether in whole or in partpart and including by netting or set-off) (in each case, for shares of capital stock of (whether in cash, common stock, following a merger event or other ownership change of the common stock, other securities or profit interests inproperty), or the satisfaction of any condition that would permit or require any of the foregoing, any Permitted Convertible Bond Indebtedness shall not be prohibited by this Section 8.11; provided, that, (x) any Obligor Redemption Payment in respect thereof shall only be permitted if the Redemption Conditions are satisfied in respect of such Redemption Payment at such time and, with respect to clause (b) of the definition of “Redemption Conditions”, satisfied at all times thereafter until the Facility Termination Date and (y) nothing in the foregoing terms and provisions of this paragraph shall permit any voluntary or optional cash payment or prepayment by the Borrower or any Restricted Subsidiary, in each case Subsidiary with respect to the extent that any Permitted Convertible Bond Indebtedness (other than (A) any such payment is made payments of cash interest, (B) cash in lieu of fractional shares and (C) solely to the extent such settlement constitutes a Redemption Payment that complies with the conditions set forth in clause (x) of this proviso, any cash settlement upon conversion). Notwithstanding the foregoing, this Section 8.11 shall not prohibit the repurchase, exchange or inducement of the conversion of Permitted Convertible Bond Indebtedness to the extent consummated by delivery of Qualified Capital Stock of the Borrower and/or a different series of Permitted Convertible Bond Indebtedness and/or by payment of cash (B) any such payment in an amount that does not exceed the principal amount proceeds received by the Borrower from the substantially concurrent issuance of Qualified Capital Stock of the debt securities Borrower and/or a different series of Permitted Convertible Bond Indebtedness minus the net cost of any Permitted Bond Hedge Transaction and/or any Permitted Warrant Transactions, in respect each case, in connection therewith plus the net cash proceeds, if any, received by the Borrower pursuant to the related exercise or early unwind or termination of which the conversion or exchange right has been exercisedrelated Permitted Bond Hedge Transactions and/or Permitted Warrant Transactions, if any (so long as the Borrower shall have delivered a certificate of a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Required Lenders, to the Administrative Agent (for further distribution to the Lenders) certifying as to (x) the receipt of such proceeds and their use to repurchase then existing Permitted Convertible Bond Indebtedness and (iiiy) any payment or prepayment made with respect to Indebtedness arising under any Senior Notes Agreement or any Senior Secured Notes Agreement upon the occurrence of a contingency such as, for example and not by way of limitation, an event of default, the destruction of assets or a change of control if (and only if) the applicable Senior Notes Agreement or Senior Secured Notes Agreement requires such prepayment; and (b) notwithstanding subsection (a) of this Section 9.2.11, make any payment in respect of Subordinated Indebtedness in violation reasonably detailed calculation of the relevant subordination provisionsamount and sources of such proceeds)).

Prepayment of Other Indebtedness. Permit any Obligor or Restricted Subsidiary to: (a) if on any date a Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, or if the Prepayment Conditions are not satisfied at such date, make (or give any notice with respect thereto of) any voluntary, optional or other non-scheduled payment, prepayment (including any excess cash flow sweeps of Borrowed Money), redemption, acquisition for value (including, including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Senior Notes or Senior Secured Notes or any Subordinated Indebtedness of any Obligor or Restricted Subsidiary, but excluding (i) any refinancing thereof permitted under Section 9.2.3, (ii) any payment made in satisfaction of any Obligor's ’s or any Restricted Subsidiary's ’s obligations with respect to the conversion or exchange of any debt securities convertible into or exchangeable, in whole or in part, for shares of capital stock of (or other ownership or profit interests in) any Obligor or any Restricted Subsidiary, in each case to the extent that (A) any such payment is made in lieu of fractional shares or (B) any such payment does not exceed the principal amount of the debt securities in respect of which the conversion or exchange right has been exercised, and (iii) any payment or prepayment made with respect to Indebtedness arising under any Senior Notes Agreement or any Senior Secured Notes Agreement Agreements upon the occurrence of a contingency such as, for example and not by way of limitation, an event of default, the destruction of assets or a change of control if (and only if) the applicable Senior Notes Agreement or Senior Secured Notes Agreement requires such prepayment; and (b) notwithstanding subsection (a) of this Section 9.2.11, make any payment in respect of Subordinated Indebtedness in violation of the relevant subordination provisions.

Prepayment of Other Indebtedness. Permit any Obligor or Restricted Subsidiary to: (a) if on any date a Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, or if the Prepayment Conditions are not satisfied at such date, make Make (or give any notice with respect thereto ofthereto) any voluntary, voluntary or optional payment or other non-scheduled payment, prepayment (including any excess cash flow sweeps of Borrowed Money), redemption, or voluntary or optional redemption or acquisition for value of (including, including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Senior Notes or Senior Secured Notes or any Subordinated Indebtedness of any Obligor Note Party or any Subsidiary (each of the foregoing, a “Junior Debt Restricted SubsidiaryPayment”), but excluding other than (a) Indebtedness arising under the Note Documents, (b) Indebtedness arising under the FP Note Documents and the LM/BP Note Documents, (c) Indebtedness permitted by Section 9.03(e) (solely to the extent made with the proceeds of additional issuances of Indebtedness permitted under Section 9.03(e)), (d) other Indebtedness so long as the aggregate principal amount of Junior Debt Restricted Payments pursuant to this clause (d) does not exceed $5,000,000 in the aggregate together with Restricted Payments made pursuant to Section 9.06(h), (e) provided that no Default or Event of Default shall exist at the time of such payment, Indebtedness with respect to Working Capital Facilities or (f) provided that (i) any refinancing thereof permitted under Section 9.2.3, no Event of Default shall exist at the time of such payment or would result therefrom and (ii) any payment made in satisfaction of any Obligor's or any Restricted Subsidiary's obligations with respect the Staton Cash Payment Obligations shall be subordinated to all Obligations pursuant to the conversion Xxxxxx Subordination Agreement, payment by the Issuer of its obligations (the “Xxxxxx Payment Obligations” and any such obligations payable in cash, the “Staton Cash Payment Obligations”) to Xxxxxx in connection with any PIPE investment made by such entities as set forth in the Xxxxxx Subscription Agreement (as in effect on November 24, 2021 and without giving effect to any amendments or exchange modifications thereto in any manner adverse to the interests of any debt securities convertible into or exchangeablethe Purchasers) between the Issuer and Xxxxxx, in whole an amount equal to $30,000,000 to be paid in sixteen quarterly installments, in which the first four quarterly installments of $1,875,000 during the first twelve months following the Combination Closing Date have been or shall be paid in partcash and the remaining quarterly installments thereafter shall be paid, at the Issuer’s election, (x) in the common stock of the Issuer or (y) in cash (provided that, for shares the avoidance of capital doubt, nothing herein shall prevent the Xxxxxx Payment Obligations from being paid in the form of common stock of (or other ownership or profit interests in) any Obligor or any Restricted Subsidiary, in each case to accordance with the extent that (A) any such payment is made in lieu of fractional shares or (B) any such payment does not exceed the principal amount terms of the debt securities in respect of which the conversion or exchange right has been exercised, and (iii) any payment or prepayment made with respect to Indebtedness arising under any Senior Notes Agreement or any Senior Secured Notes Agreement upon the occurrence of a contingency such as, for example and not by way of limitation, an event of default, the destruction of assets or a change of control if (and only if) the applicable Senior Notes Agreement or Senior Secured Notes Agreement requires such prepayment; and (b) notwithstanding subsection (a) of this Section 9.2.11, make any payment in respect of Subordinated Indebtedness in violation of the relevant subordination provisionsXxxxxx Subscription Agreement).

Prepayment of Other Indebtedness. Permit any Obligor or Restricted Subsidiary to: (a) if on any date a Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, or if the Prepayment Conditions are not satisfied at such date, make Make (or give any notice with respect thereto ofthereto) any voluntary, voluntary or optional payment or other non-scheduled payment, prepayment (including any excess cash flow sweeps of Borrowed Money), or redemption, cash settlement or acquisition for value of (including, including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Senior Notes or Senior Secured Notes or any Subordinated Indebtedness of any Obligor Company Party or Restricted any Subsidiary, but excluding other than (i) any refinancing thereof permitted such payment or transaction with respect to the Indebtedness arising under Section 9.2.3the Transaction Documents, (ii) any payment made in satisfaction the case of any Obligor's or any Restricted Subsidiary's obligations with respect to the conversion or exchange Existing Convertible Notes, (x) using the proceeds from the sale of any debt securities convertible into or exchangeable, in whole or in part, for shares of capital stock of (Permitted Convertible Notes or other ownership or profit interests inPermitted Debt, and/or (y) any Obligor transaction exchanging, repaying or any Restricted Subsidiaryredeeming such Indebtedness for the 2029 Convertible Notes, in each case to the extent that (A) any such payment is made in lieu of fractional shares Permitted Convertible Notes or (B) any such payment does not exceed the principal amount of the debt securities in respect of which the conversion or exchange right has been exercisedother Permitted Debt, and (iii) any payment transaction exchanging Indebtedness for Capital Stock (other than Disqualified Capital Stock) or prepayment made with respect to the proceeds from the sale of Capital Stock (other than Disqualified Capital Stock), (iv) any transaction exchanging, repaying, redeeming or otherwise acquiring for value the 2029 Convertible Notes in exchange for any Permitted Refinancing Indebtedness arising under and (v) any Senior Notes Agreement payment, repayment, prepayment, exchange, refinancing, cash settlement or any Senior Secured Notes Agreement upon the occurrence acquisition for value of a contingency such as, for example and not by way of limitation, an event of default, the destruction of assets or a change of control if Indebtedness (and only ifany interest, fees, expenses, costs and premium thereon) under the applicable Senior Notes Agreement or Senior Secured Notes Agreement requires such prepayment; and (b) notwithstanding subsection (a) of this Section 9.2.11, make any payment in respect of Subordinated Indebtedness in violation of the relevant subordination provisionsLoan Agreement.

Prepayment of Other Indebtedness. Permit any Obligor or Restricted Subsidiary to: (a) if on any date a Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, or if the Prepayment Conditions are not satisfied at such date, make Make (or give any notice with respect thereto ofthereto) any voluntary, voluntary or optional payment or other non-scheduled payment, prepayment (including any excess cash flow sweeps of Borrowed Money), redemption, or voluntary or optional redemption or acquisition for value of (including, including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Senior Notes or Senior Secured Notes or any Subordinated Indebtedness of any Obligor Note Party or any Subsidiary (each of the foregoing, a “Junior Debt Restricted SubsidiaryPayment”), but excluding other than (a) Indebtedness arising under the Note Documents, (b) Indebtedness arising under the FP Note Documents so long as the Notes are concurrently prepaid on a pro rata basis (as determined in accordance with Section 2.12 of the First Lien Intercreditor Agreement), (c) Indebtedness permitted by Section 8.03(e) (solely to the extent made with the proceeds of additional issuances of Indebtedness permitted under Section 8.03(e)), (d) other Indebtedness (other than the conversion of the Convertible Notes to common stock of the Issuer, (e) Indebtedness arising under the FPBridge Note Documents and the Convertible Note Documents) so long as the aggregate principal amount of Junior Debt Restricted Payments pursuant to this clause (d) does not exceed (x) prior to the Combination Closing Date, $500,000 in the aggregate and (y) on and after the Combination Closing Date, $5,000,000 in the aggregate together with Restricted Payments made pursuant to Section 8.06(h), (e) provided that no Default or Event of Default shall exist at the time of such payment, Indebtedness with respect to Working Capital Facilities, (f) after the Combination Closing Date, provided that (i) no Event of Default shall exist at the time of such payment or would result therefrom and (ii) the Staton Cash Payment Obligations shall be subordinated to all Obligations pursuant to a subordination agreement in form and substance reasonably satisfactory to the Purchasers, payment by the Acquiror of its obligations (the “Xxxxxx Payment Obligations” \\4165-2766-4210 v2v5 and any refinancing thereof permitted under such obligations payable in cash, the “Staton Cash Payment Obligations”) to Xxxxxx in connection with any PIPE investment made by such entities as set forth in the Xxxxxx Subscription Agreement (as in effect on the Fifth Amendment Effective Date and without giving effect to any amendments or modifications thereto in any manner adverse to the interests of the Purchasers) between the Acquiror and Xxxxxx, in an amount equal to $30,000,000 to be paid in sixteen quarterly installments, in which the first four quarterly installments of $1,875,000 during the first twelve months following the Combination Closing Date shall be paid in cash and the remaining quarterly installments thereafter shall be paid, at the Acquiror’s election, (x) in the common stock of the Acquiror or (y) in cash (provided that, for the avoidance of doubt, nothing herein shall prevent the Xxxxxx Payment Obligations from being paid in the form of common stockNotes are concurrently prepaid (as determined in accordance with Section 9.2.32.12 of the First Lien Intercreditor Agreement), (f) payment by the Issuer of the Xxxxxx Payment Obligations solely in the common stock of the Acquiror in accordance with the terms of the Xxxxxx Subscription Agreement) and (g) (i) provided that no Default or Event of Default shall exist at the time of such payment or would result therefrom, so long as the Consolidated Interest Coverage Ratio of the Acquiror and its Subsidiaries, determined on a pro forma basis as of the last day of the most recently ended Test Period, is not less than 2.00:1.00, cash interest on the Convertible Notes, as set forth in Section 2.09 of the Convertible Note Purchase Agreement, (ii) any Indebtedness arising under the Convertible Note Documents (x) so long as the Notes are concurrently prepaid or repaid in whole or (y) so long as no Default or Event of Default shall exist at the time of such payment made in satisfaction of any Obligor's or any Restricted Subsidiary's obligations with respect to the conversion or exchange of any debt securities convertible into or exchangeablewould result therefrom, such Indebtedness is repaid in whole or in part, for shares of capital stock of (or other ownership or profit interests in) any Obligor or any Restricted Subsidiary, in each case to part substantially concurrently solely with the extent that (A) any such payment is made in lieu of fractional shares or (B) any such payment does not exceed the principal amount proceeds of the debt securities in respect sale of which the conversion or exchange right has been exercisedAcquiror’s Qualified Capital Stock, and the Issuer shall have delivered a written notice of such sale and repayment five (5) Business Days prior to such event, and (iii) any payment of cash pursuant to Section 8.23 of the Convertible Note Purchase Agreement (for the avoidance of doubt, the parties hereto agree that any such payments shall constitute a Junior Debt Restricted Payment subject to this Section 8.11) (x) so long as the Notes are concurrently prepaid or prepayment made repaid in whole or (y) so long as no Default or Event of Default shall exist at the time of such payment or would result therefrom, such cash payment is repaid in whole substantially concurrently solely with respect to Indebtedness arising under any Senior Notes Agreement or any Senior Secured Notes Agreement upon the occurrence proceeds of a contingency such as, for example and not by way of limitation, an event of default, the destruction of assets or a change of control if (and only if) the applicable Senior Notes Agreement or Senior Secured Notes Agreement requires such prepayment; and (b) notwithstanding subsection (a) of this Section 9.2.11, make any payment in respect of Subordinated Indebtedness in violation sale of the relevant subordination provisionsAcquiror’s Qualified Capital Stock, and the Issuer shall have delivered a written notice of such sale and repayment five (5) Business Days prior to such event.

Prepayment of Other Indebtedness. Permit any Obligor or Restricted Subsidiary to: (a) if on any date a Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, or if the Prepayment Conditions are not satisfied at such date, make Make (or give any notice with respect thereto ofthereto) any voluntary, voluntary or optional payment or other non-scheduled payment, prepayment (including any excess cash flow sweeps of Borrowed Money), redemption, or voluntary or optional redemption or acquisition for value of (including, including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Senior Notes or Senior Secured Notes or any Subordinated Indebtedness of any Obligor Note Party or any Subsidiary (each of the foregoing, a “Junior Debt Restricted SubsidiaryPayment”), but excluding other than (a) Indebtedness arising under the Note Documents, (b) Indebtedness arising under the Bridge Note Documents, the FP Note Documents and the LM/BP Note Documents, (c) Indebtedness permitted by Section 9.03(e) (solely to the extent made with the proceeds of additional issuances of Indebtedness permitted under Section 9.03(e)), or (d) other Indebtedness so long as the aggregate principal amount of Junior Debt Restricted Payments pursuant to this clause (d) does not exceed $5,000,000 in the aggregate together with Restricted Payments made pursuant to Section 9.06(h), (e) provided that no Default or Event of Default shall exist at the time of such payment, Indebtedness with respect to Working Capital Facilities or (f) provided that (i) any refinancing thereof permitted under Section 9.2.3, no Event of Default shall exist at the time of such payment or would result therefrom and (ii) any payment made in satisfaction of any Obligor's or any Restricted Subsidiary's obligations with respect the Staton Cash Payment Obligations shall be subordinated to all Obligations pursuant to the conversion Xxxxxx Subordination Agreement, payment by the Issuer of its obligations (the “Xxxxxx Payment Obligations” and any such obligations payable in cash, the “Staton Cash Payment Obligations”) to Xxxxxx in connection with any PIPE investment made by such entities as set forth in the Xxxxxx Subscription Agreement (as in effect on November 24, 2021 and without giving effect to any amendments or exchange modifications thereto in any manner adverse to the interests of any debt securities convertible into or exchangeablethe Purchasers) between the Issuer and Xxxxxx, in whole an amount equal to $30,000,000 to be paid in sixteen quarterly installments, in which the first four quarterly installments of $1,875,000 during the first twelve months following the Combination Closing Date have been or shall be paid in partcash and the remaining quarterly installments thereafter shall be paid, at the Issuer’s election, (x) solely in the common stock of the Issuer or (y) in cash (provided that, for shares the avoidance of capital doubt, nothing herein shall prevent the Xxxxxx Payment Obligations from being paid in the form of common stock in accordance with the terms of the Xxxxxx Subscription Agreement) or (c) the conversion of the Convertible Notes to common stock of (or other ownership or profit interests in) any Obligor or any Restricted Subsidiary, in each case to the extent that (A) any such payment is made in lieu of fractional shares or (B) any such payment does not exceed the principal amount of the debt securities in respect of which the conversion or exchange right has been exercised, and (iii) any payment or prepayment made with respect to Indebtedness arising under any Senior Notes Agreement or any Senior Secured Notes Agreement upon the occurrence of a contingency such as, for example and not by way of limitation, an event of default, the destruction of assets or a change of control if (and only if) the applicable Senior Notes Agreement or Senior Secured Notes Agreement requires such prepayment; and (b) notwithstanding subsection (a) of this Section 9.2.11, make any payment in respect of Subordinated Indebtedness in violation of the relevant subordination provisionsIssuer.

Prepayment of Other Indebtedness. Permit any Obligor Company Entity or Restricted Subsidiary to: (ai) if on any date a Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, or if the Prepayment Conditions are not satisfied at such date, thereof make (or give any notice with respect thereto of) any voluntary, optional or other non-scheduled payment, prepayment (including any excess cash flow sweeps of Borrowed Money), redemption, acquisition for value (including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Senior Notes or Senior Secured Notes Notes, any Indebtedness incurred under the ABL Credit Documents or any Subordinated Indebtedness of any Obligor Company Entity or Restricted Subsidiary, but excluding (iA) any refinancing thereof permitted under Section 9.2.315.4(c), (iiB) any payment made in satisfaction of any Obligor's Company Entity’s or any Restricted Subsidiary's ’s obligations with respect to the conversion or exchange of any debt securities convertible into or exchangeable, in whole or in part, for shares of capital stock of (or other ownership or profit interests in) any Obligor Company Entity or any Restricted Subsidiary, in each case to the extent that (Ax) any such payment is made in lieu of fractional shares or (By) any such payment does not exceed the principal amount of the debt securities in respect of which the conversion or exchange right has been exercised, and (iiiC) any payment or prepayment made with respect to Indebtedness arising under any Senior Notes Agreement or Agreement, any Senior Secured Notes Agreement or any ABL Credit Documents upon the occurrence of any such Default or Event of Default, or the occurrence of a contingency such as, for example and not by way of limitation, an event of default, the destruction of assets or a change of control if (and only if) the applicable Senior Notes Agreement or Agreement, Senior Secured Notes Agreement or ABL Credit Document requires such prepayment; and (bii) notwithstanding subsection (ai) of this Section 9.2.1115.4(k), make any payment in respect of Subordinated Indebtedness in violation of the relevant subordination provisions.. 4161-8074-0173.23 ​ ​ ​

Prepayment of Other Indebtedness. Permit any Obligor or Restricted Subsidiary to: (a) if on any date a Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, or if the Prepayment Conditions are not satisfied at such date, make (or give any notice with respect thereto of) any voluntary, optional or other non-scheduled payment, prepayment (including any excess cash flow sweeps of Borrowed Money), redemption, acquisition for value (including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Senior Notes or Senior Secured Notes or any Subordinated Indebtedness of any Obligor or Restricted Subsidiary, but excluding (i) any refinancing thereof permitted under Section 9.2.3, (ii) any payment made in satisfaction of any Obligor's ’s or any Restricted Subsidiary's ’s obligations with respect to the conversion or exchange of any debt securities convertible into or exchangeable, in whole or in part, for shares of capital stock of (or other ownership or profit interests in) any Obligor or any Restricted Subsidiary, in each case to the extent that (A) any such payment is made in lieu of fractional shares or (B) any such payment does not exceed the principal amount of the debt securities in respect of which the conversion or exchange right has been exercised, and (iii) any payment or prepayment made with respect to Indebtedness arising under any Senior Notes Agreement or any Senior Secured Notes Agreement upon the occurrence of a contingency such as, for example and not by way of limitation, an event of default, the destruction of assets or a change of control if (and only if) the applicable Senior Notes Agreement or Senior Secured Notes Agreement requires such prepayment; and (b) notwithstanding subsection (a) of this Section 9.2.11, make any payment in respect of Subordinated Indebtedness in violation of the relevant subordination provisions.

Prepayment of Other Indebtedness. Permit any Obligor or Restricted Subsidiary to: (a) if on any date a Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, or if the Prepayment Conditions are not satisfied at such date, make Make (or give any notice with respect thereto ofthereto) any voluntary, voluntary or optional payment or other non-scheduled payment, prepayment (including any excess cash flow sweeps of Borrowed Money), redemption, or voluntary or optional redemption or acquisition for value of (including, including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Senior Notes or Senior Secured Notes or any Subordinated Indebtedness of any Obligor Note Party or any Subsidiary (each of the foregoing, a “Junior Debt Restricted SubsidiaryPayment”), but excluding other than (a) Indebtedness arising under the Note Documents, (b) Indebtedness arising under the Lockheed Xxxxxx Note Documents (x) so long as the Notes are concurrently prepaid (i) any refinancing thereof if an Enhanced Protection Event has occurred, in full and (ii) if an Enhanced Protection Event has not occurred, on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) or (y) on the Combination Closing Date (other than the Rollover Notes unless such Senior Secured Note Debt Rollover (as defined in the Acquisition Agreement) is effectuated through a Debt Exchange (as defined in the Acquisition Agreement)), (c) Indebtedness permitted by Section 8.03(e) (solely to the extent made with the proceeds of additional issuances of Indebtedness permitted under Section 9.2.38.03(e)), (d) other Indebtedness (other than Indebtedness arising under the Lockheed Xxxxxx Note Documents) so long as the aggregate principal amount of Junior Debt Restricted Payments pursuant to this clause (d) does not exceed (x) prior to the Combination Closing Date, $500,000 in the aggregate and (y) on and after the Combination Closing Date, $5,000,000 in the aggregate together with Restricted Payments made pursuant to Section 8.06(h), (e) provided that no Default or Event of Default shall exist at the time of such payment, Indebtedness with respect to Working Capital Facilities or (f) after the Combination Closing Date, provided that (i) no Event of Default shall exist at the time of such payment or would result therefrom and (ii) any payment made the Staton Cash Payment Obligations shall be subordinated to all Obligations pursuant to a subordination agreement in satisfaction of any Obligor's or any Restricted Subsidiary's obligations with respect form and substance reasonably satisfactory to the conversion Purchasers, payment by the Acquiror of its obligations (the “Xxxxxx Payment Obligations” and any such obligations payable in cash, the “Staton Cash Payment Obligations”) to Xxxxxx in connection with any PIPE investment made by such entities as set forth in the applicableStaton Subscription Agreement (as in effect on the Closing Date and without giving effect to any amendments or exchange modifications thereto in any manner adverse to the interests of any debt securities convertible into or exchangeablethe Purchasers) between the Acquiror and Xxxxxx, in whole or an amount equal to $30,000,000 to be paid in partsixteen quarterly installments, for shares in which the first four quarterly installments of capital $1,875,000 during the first twelve months following the Combination Closing Date shall be paid in cash and the remaining quarterly installments thereafter shall be paid, at the Acquiror’s election, (x) in the common stock of (or other ownership or profit interests in) any Obligor or any Restricted Subsidiary, in each case to the extent that (A) any such payment is made in lieu of fractional shares Acquiror or (By) any such payment does not exceed the principal amount of the debt securities in respect of which the conversion or exchange right has been exercised, and (iii) any payment or prepayment made with respect to Indebtedness arising under any Senior Notes Agreement or any Senior Secured Notes Agreement upon the occurrence of a contingency such as, for example and not by way of limitation, an event of default, the destruction of assets or a change of control if (and only if) the applicable Senior Notes Agreement or Senior Secured Notes Agreement requires such prepayment; and (b) notwithstanding subsection (a) of this Section 9.2.11, make any payment in respect of Subordinated Indebtedness in violation of the relevant subordination provisionscash.