Common use of Prepayments, Amendments, Etc Clause in Contracts

Prepayments, Amendments, Etc. of Debt. (i) Except with respect to Debt under the Existing DIP Credit Agreement or as permitted by the DIP Order, prepay, redeem, purchase, defease, convert into cash or otherwise satisfy prior to the scheduled maturity thereof in any manner, or permit any of its Subsidiaries to prepay, redeem, purchase, defease, convert into cash or otherwise satisfy prior to the scheduled maturity thereof in any manner, it being understood that (i) regularly scheduled payments of interest (other than in respect of Pre-Petition Debt) and (ii) payments in respect of adequate protection made in accordance with the DIP Order, shall be permitted (x) any Debt of any Loan Party incurred prior to the Petition Date (including the Existing Second Lien Debt, but excluding Debt incurred under the Existing Secured Agreements), (y) any Debt that is subordinated to the Obligations or (z) any other Debt, except (A) in the case of clause (z) only, for regularly scheduled (including repayments of revolving facilities) or required repayments or redemptions of Debt permitted hereunder, provided that (1) before and after giving effect to such prepayment, redemption, purchase, defeasance or other satisfaction, no Default shall have occurred and be continuing and (2) the Agent shall have received a certificate from a Responsible Officer of the Company certifying compliance with the foregoing clause (1), (B) any repayments of subordinated Debt to the Loan Parties that was permitted to be incurred under this Agreement, (C) conversion of convertible debt into common stock of the Company and payments of cash in lieu of fractional shares upon any such conversion, (D) as expressly provided for in the “first day” orders of the Bankruptcy Court or (E) with the proceeds of any Permitted Refinancing permitted under Section 5.02(d), (ii) amend, modify or change in any manner adverse to the Lenders any term or condition of the Existing DIP Credit Agreement or any related loan documents or any subordinated Debt, or

Prepayments, Amendments, Etc. of Debt. (i) Except with respect to Debt under the Existing DIP Credit Agreement or as permitted by the DIP Order, prepayPrepay, redeem, purchase, defeaserepurchase, convert into cash exchange, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or permit make any payment in violation of its Subsidiaries to prepayany subordination terms of, redeem, purchase, defease, convert into cash or otherwise satisfy prior to the scheduled maturity thereof in any manner, it being understood that (i) regularly scheduled payments of interest Debt For Borrowed Money (other than in respect intercompany Debt owed to the Borrower or any Subsidiary of Pre-Petition Debtthe Borrower), except (x) and (ii) payments in respect the prepayment of adequate protection made the Advances in accordance with the DIP Orderterms of this Agreement, shall be permitted (x) any Debt of any Loan Party incurred prior to the Petition Date (including the Existing Second Lien Debt, but excluding Debt incurred under the Existing Secured Agreements), and (y) any Debt that is subordinated to the Obligations or (z) any other Debt, except (A) in the case of clause (z) only, for regularly scheduled (including repayments of revolving facilities) or required repayments or redemptions of Debt permitted hereunderSurviving Debt, provided that (1) before and after giving effect to such prepayment, redemption, purchase, defeasance or other satisfaction, no Default shall have occurred and be continuing and (2) the Agent shall have received a certificate from a Responsible Officer of the Company certifying compliance with the foregoing clause (1), (B) any repayments of subordinated Debt to the Loan Parties that was permitted to be incurred under this Agreement, (C) conversion of convertible debt into common stock of the Company and payments of cash in lieu of fractional shares upon any such conversion, (D) as expressly provided for in the “first day” orders of the Bankruptcy Court or (E) with the proceeds of any Permitted Refinancing permitted under Section 5.02(d), (ii) amend, modify or change in any manner adverse to the Lenders any term or condition of any Surviving Debt (other than the amendments to the Existing DIP Bridge Loan Agreement and the Existing Credit Agreement referred to in Section 3.01(b)), or permit any related loan documents of its Subsidiaries to do any of the foregoing other than to prepay any Debt For Borrowed Money payable to the Borrower; provided that so long as no Default shall have occurred and be continuing, (A) if the Liquidity Condition is satisfied immediately prior to any such prepayment, redemption or purchase, the Borrower may use up to $150,000,000 in the aggregate (the “Notes Cash Basket”) to prepay, redeem or purchase the Existing Notes prior to the scheduled maturity thereof, (B) the Borrower may prepay, redeem or purchase the Existing Notes prior to the scheduled maturity thereof to the extent that such prepayment, redemption or purchase constitutes a Permitted Notes Refinancing and (C) the Borrower may prepay, redeem or purchase Debt under the Existing Credit Agreement and the Existing Bridge Loan Agreement so long as (w) any subordinated Debtsuch Debt that is redeemed or purchased shall be retired immediately upon the consummation of such redemption or purchase, or(x) each of the “Lenders” under and as defined in the Existing Credit Agreement and the Existing Bridge Loan Agreement, as applicable, shall be offered an opportunity to ratably participate (in accordance with the provisions of the Existing Credit Agreement and the Existing Bridge Loan Agreement, as applicable) in such prepayment, redemption or purchase and (y) with respect to any redemption or purchase, on a pro forma basis (after giving effect to such redemption or purchase), (1) the Loan Parties shall have maintained a Liquidity Availability of at least $300,000,000 on an average daily basis for each of the three months ending immediately prior to such redemption or purchase and (2) the Borrower shall be in compliance with the covenants set forth in Section 5.04 before and after giving effect to such redemption or purchase.

Prepayments, Amendments, Etc. of DebtIndebtedness. (ia) Except with respect to Debt under the Existing DIP Credit Agreement or as permitted by the DIP Order, prepayPrepay, redeem, purchase, defease, convert into cash cancel or otherwise satisfy prior to the scheduled maturity thereof in any manner, Indebtedness that is unsecured or permit any of its Subsidiaries to prepay, redeem, purchase, defease, convert into cash or otherwise satisfy prior junior to the scheduled maturity thereof Facilities in any mannerright of payment or security, it being understood that except, (i) regularly scheduled payments of interest (other than in respect of Pre-Petition Debt) and (ii) payments in respect of adequate protection made in accordance with the DIP Order, shall be permitted (x) any Debt of any Loan Party incurred prior to the Petition Date (including the Existing Second Lien Debt, but excluding Debt incurred under the Existing Secured Agreements), (y) any Debt that is subordinated to the Obligations or (z) any other Debt, except (A) in the case of clause (z) only, for regularly scheduled (including repayments of revolving facilities) or required repayments or redemptions of Debt Indebtedness listed on part (b) of Schedule 7.02(h), (ii) any prepayment of Indebtedness owing to the Borrowers or any Restricted Subsidiary of the Borrowers permitted hereunder, (iii) any prepayment of Indebtedness permitted under Section 7.02(f) or assumed Indebtedness permitted under Section 7.02(k) subsequent to a Permitted Acquisition or an IP Acquisition permitted hereunder; provided that no Event of Default shall have occurred and be continuing at the time of any such prepayment or would result therefrom, (1iv) before any prepayment, redemption, purchase, defeasance, cancellation or other satisfaction of any Indebtedness made with the proceeds of Permitted Refinancing Indebtedness, (v) any prepayment of any such Indebtedness using the Cumulative Amount provided no Event of Default has occurred and is continuing at the time of such prepayment, and to the extent such prepayment of any such Indebtedness is made using amounts under clause (b) of the definition of Cumulative Amount, on a Pro Forma Basis after giving effect to such prepayment of any such Indebtedness as if such prepayment of any such Indebtedness (together with any related issuance or incurrence of Indebtedness) had been made on the first day of the applicable period, the maximum Consolidated Net Leverage Ratio for the most recent test period shall not be greater than 7.00:1.00, (vi) so long as no Event of Default is continuing, making any prepayment, redemption, purchases, defeasance or other satisfaction of Indebtedness in an amount not to exceed the greater of $8,750,000 and 13.5% of Consolidated EBITDA per year, (vii) any prepayment, redemption, purchase, defeasance, cancellation or other satisfaction of any Indebtedness to the extent cashless and made in the form of (A) substitute Permitted Refinancing Indebtedness of such Indebtedness or (B) unless such Indebtedness is owed to a Loan Party by a Restricted Subsidiary that is not a Loan Party, forgiveness of such Indebtedness, (viii) so long as no Event of Default is continuing and the Consolidated Net Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such prepayment, redemption, purchase, defeasance defeasance, cancellation or other satisfactionsatisfaction as if such prepayment, no Default redemption, purchase, defeasance, cancellation or other satisfaction had occurred on the first day of the applicable period, shall have occurred and not be continuing and greater than 5.75:1.00, making prepayments, redemptions, purchases, defeasances, cancellations or other satisfaction of Indebtedness, (2ix) the Agent shall have received a certificate from a Responsible Officer prepayment of the Company certifying compliance with the foregoing clause Second Lien Loans (1), (B) any repayments of subordinated Debt to the Loan Parties that was permitted to be incurred under this Agreement, (C) conversion of convertible debt into common stock of the Company and payments of cash in lieu of fractional shares upon any such conversion, (D) as expressly provided for in the “first day” orders of the Bankruptcy Court or (E) with the proceeds of any Permitted Refinancing Indebtedness thereof) with Declined Proceeds to the extent not prohibited by the Intercreditor Agreement (or Customary Intercreditor Agreement applicable to such Permitted Refinancing Indebtedness) or (x) any AHYDO prepayment in connection with unsecured Indebtedness permitted under Section 5.02(d7.02(t), or (iib) amend, modify modify, waive, supplement or change in any manner that is material and adverse to the interests of the Lenders any term or condition of the Existing DIP (i) any such Indebtedness listed on part (b) of Schedule 7.02(h), (ii) Credit Agreement Refinancing Indebtedness, (iii) any Indebtedness for borrowed money that is unsecured or subordinated in right of payment or security to the Obligations or (iv) the Second Lien Loan Documents in a manner prohibited by the Intercreditor Agreement (or, in each case, any related loan documents or documentation governing any subordinated Debt, orPermitted Refinancing Indebtedness in respect thereof).