Common use of Repayment of Other Indebtedness Clause in Contracts

Repayment of Other Indebtedness. Borrower will not repay the principal balance of, or pay any interest on, any debt unless the principal or interest payment is mandatory and due, until (i) the Loan is repaid in full or (ii) neither the SPV nor a Governmental Assignee holds an interest in the Loan in any capacity, provided that Borrower may, at the time of origination of the Loan, refinance existing debt owed by the Borrower to a lender that is not the Lender. With respect to debt that predates the Loan, principal and interest payments are “mandatory and due”: (i) on the future date upon which they were scheduled to be paid as of the date of origination of the Loan, or (ii) upon the occurrence of an event that automatically triggers mandatory prepayments under a contract for indebtedness that the Borrower executed prior to the date of origination of the Loan, except that any such prepayments triggered by the incurrence of new debt can only be paid (i) if such prepayments are de minimis, or (ii) under the Facility at the time of origination of the Loan. For the avoidance of doubt, Borrower may continue to pay, and Lender may request that Borrowers pay, interest or principal payments on outstanding debt on (or after) the payment due date, provided that the payment due date was scheduled prior to the date of origination of the Loan. Borrower may not pay, and Lender may not request that Borrower pay, interest or principal payments on such debt ahead of schedule during the life of the Loan, unless required by a mandatory prepayment clause as specifically permitted above. For future debt incurred by the Borrower in compliance with the terms and conditions of the Facility, principal and interest payments are “mandatory and due” on their scheduled dates or upon the occurrence of an event that automatically triggers mandatory prepayments. As to repayment of a loan owed to an owner or to an affiliate of the Borrower, such repayment shall be allowed provided that the loan is a bona fide loan and repayment is made when mandatory and due. A loan owed to an owner or to an affiliate of the Borrower shall be considered “bona fide” if (i) it is a written instrument with a stated interest rate, a stated maturity date, and terms that are at least as favorable to the Borrower as market terms for similar loans at the time of origination; (ii) such owner or affiliate of the Borrower has a reasonable expectation of repayment, including that payments on the loan are not deferred; (iii) the debt is enforceable under state law; and (iv) such owner or affiliate of the Borrower has remedies upon default (e.g., a security interest or position with respect to other creditors). Borrower hereby acknowledges and agrees that Lender may require, in its sole and absolute discretion, additional documentation from Borrower relating to any loan owed to an owner or to an affiliate of the Borrower, including, without limitation, promissory notes or other evidence of such debt, as well as affidavits or certifications from Borrower, in order to confirm that such loan is bona fide.

Repayment of Other Indebtedness. Borrower will not The Company shall not, nor shall it permit any subsidiary to, repay the principal balance of, or pay any interest on, any debt (other than the MSPLP Facility) unless the principal or interest payment is mandatory and due, until (i) the Loan Note is repaid in full or (ii) neither the SPV nor a Governmental Assignee holds an interest in the Loan in any capacity, provided that Borrower may, at the time of origination of the Loan, refinance existing debt owed by the Borrower to a lender that is not the Lenderfull. With respect to debt that predates the LoanNote, principal and interest payments are “mandatory and due”: (i) on the future date upon which they were scheduled to be paid as of the date of origination of the LoanNote, or (ii) upon the occurrence of an event that automatically triggers mandatory prepayments under a contract for indebtedness that the Borrower Company executed prior to the date of origination of the LoanNote, except that any such prepayments triggered by the incurrence of new debt can only be paid (i) if such prepayments are de minimis, or (ii) under the Facility Note at the time of origination of the LoanNote. For the avoidance of doubt, Borrower the Company and its subsidiaries may continue to pay, and Lender the Holder may request that Borrowers the Company and its subsidiaries pay, interest or principal payments on outstanding debt on (or after) the payment due date, provided that the payment due date was scheduled prior to the date of origination of the LoanNote. Borrower The Company and its subsidiaries may not pay, and Lender the Holder may not request that Borrower the Company or its subsidiaries pay, interest or principal payments on such debt ahead of schedule during the life of the LoanNote, unless required by a mandatory prepayment clause as specifically permitted above. For future debt incurred by the Borrower Company or its subsidiaries in compliance with the terms and conditions of the FacilityNote, principal and interest payments are “mandatory and due” on their scheduled dates or upon the occurrence of an event that automatically triggers mandatory prepayments. As to repayment of a loan owed to an owner or to an affiliate of the BorrowerCompany or its subsidiaries, such repayment shall be allowed provided that the loan is a bona fide loan and repayment is made when mandatory and due. A loan owed to an owner or to an affiliate of the Borrower a Company shall be considered “bona fide” if (i) it is a written instrument with a stated interest rate, a stated maturity date, and terms that are at least as favorable to the Borrower Company as market terms for similar loans at the time of origination; (ii) such owner or affiliate of the Borrower Company has a reasonable expectation of repayment, including that payments on the loan are not deferred; (iii) the debt is enforceable under state law; and (iv) such owner or affiliate of the Borrower Company has remedies upon default (e.g., a security interest or position with respect to other creditors). Borrower The Company and its subsidiaries hereby acknowledges and agrees that Lender the Holder may require, in its their sole and absolute discretion, additional documentation from Borrower the Company relating to any loan owed to an owner or to an affiliate of the BorrowerCompany, including, without limitation, promissory notes or other evidence of such debt, as well as affidavits or certifications from Borrowerthe Company, in order to confirm that such loan is bona fide.

Repayment of Other Indebtedness. Borrower will not repay the principal balance of, or pay any interest on, any debt unless the principal or interest payment is mandatory and due, until (i) the Loan is repaid in full or (ii) neither the SPV nor a Governmental Assignee holds an interest in the Loan in any capacity, provided that Borrower may, at the time of origination of the Loan, refinance existing debt owed by the Borrower to a lender that is not the Lender. With respect to debt that predates the Loan, principal and interest payments are “mandatory and due”: (i) on the future date upon which they were scheduled to be paid as of the date of origination of the Loan, or (ii) upon the occurrence of an event that automatically triggers mandatory prepayments under a contract for indebtedness that the Borrower executed prior to the date of origination of the Loan, except that any such prepayments triggered by the incurrence of new debt can only be paid (i) if such prepayments are de minimis, or (ii) under the Facility at the time of origination of the Loan. For the avoidance of doubt, Borrower may continue to pay, and Lender may request that Borrowers pay, interest or principal payments on outstanding debt on (or after) the payment due date, provided that the payment due date was scheduled prior to the date of origination of the Loan. Borrower may not pay, and Lender may not request that Borrower pay, interest or principal payments on such debt ahead of schedule during the life of the Loan, unless required by a mandatory prepayment clause as specifically permitted above. For future debt incurred by the Borrower in compliance with the terms and conditions of the Facility, principal and interest payments are “mandatory and due” on their scheduled dates or upon the occurrence of an event that automatically triggers mandatory prepayments. As to repayment of a loan owed to an owner or to an affiliate of the Borrower, such repayment shall be allowed provided that the loan is a bona fide loan and repayment is made when mandatory and due. A loan owed to an owner or to an affiliate of the Borrower shall be considered “bona fide” if (i) it is a written instrument with a stated interest rate, a stated maturity date, and terms that are at least as favorable to the Borrower as market terms for similar loans at the time of origination; (ii) such owner or affiliate of the Borrower has a reasonable expectation of repayment, including that payments on the loan are not deferred; (iii) the debt is enforceable under state law; and (iv) such owner or affiliate of the Borrower has remedies upon default (e.g., a security interest or position with respect to other creditors). Borrower hereby acknowledges and agrees that Lender may require, in its sole and absolute discretion, additional documentation from Borrower relating to any loan owed to an owner or to an affiliate of the Borrower, including, without limitation, promissory notes or other evidence of such debt, as well as affidavits or certifications from Borrower, in order to confirm that such loan is bona fide.

Repayment of Other Indebtedness. Borrower will not notNo Loan Party shall, nor shall it permit any subsidiary to, repay the principal balance of, or pay any interest on, any debt unless the principal or interest payment is mandatory and due, until (i) the Loan is repaid in full or (ii) neither the SPV nor a Governmental Assignee holds an interest in the Loan in any capacity, provided that Borrower may, at the time of origination of the Loan, refinance existing debt owed by the Borrower to a lender that is not the Lender. .. With respect to debt that predates the Loan, principal and interest payments are “mandatory and due”: (i) on the future date upon which they were scheduled to be paid as of the date of origination of the Loan, or (ii) upon the occurrence of an event that automatically triggers mandatory prepayments under a contract for indebtedness that the Borrower Borrowersuch Loan Party executed prior to the date of origination of the Loan, except that any such prepayments triggered by the incurrence of new debt can only be paid (i) if such prepayments are de minimis, or (ii) under the Facility at the time of origination of the Loan. For the avoidance of doubt, Borrower Borrowerthe Loan Parties may continue to pay, and Lender Lenderthe Lenders may request that Borrowers Borrowersthe Loan Parties pay, interest or principal payments on outstanding debt on (or after) the payment due date, provided that the payment due date was scheduled prior to the date of origination of the Loan. Borrower BorrowerThe Loan Parties may not pay, and Lender Lenderthe Lenders may not request that Borrower Borrowerthe Loan Parties pay, interest or principal payments on such debt ahead of schedule during the life of the Loan, unless required by a mandatory prepayment clause as specifically permitted above. For future debt incurred by the Borrower BorrowerLoan Parties in compliance with the terms and conditions of the Facility, principal and interest payments are “mandatory and due” on their scheduled dates or upon the occurrence of an event that automatically triggers mandatory prepayments. As to repayment of a loan owed to an owner or to an affiliate of the BorrowerBorrowerany Loan Party, such repayment shall be allowed provided that the loan is a bona fide loan and repayment is made when mandatory and due. A loan owed to an owner or to an affiliate of the Borrower Borrowera Loan Party shall be considered “bona fide” if (i) it is a written instrument with a stated interest rate, a stated maturity date, and terms that are at least as favorable to the Borrower Borrowerapplicable Loan Party as market terms for similar loans at the time of origination; (ii) such owner or affiliate of the Borrower Borrowerapplicable Loan Party has a reasonable expectation of repayment, including that payments on the loan are not deferred; (iii) the debt is enforceable under state law; and (iv) such owner or affiliate of the Borrower Borrowerapplicable Loan Party has remedies upon default (e.g., a security interest or position with respect to other creditors). Borrower BorrowerThe Loan Parties hereby acknowledges and agrees that Lender Lenderthe Lenders may require, in its itstheir sole and absolute discretion, additional documentation from Borrower Borrowerthe Loan Parties relating to any loan owed to an owner or to an affiliate of the BorrowerBorrowerLoan Parties, including, without limitation, promissory notes or other evidence of such debt, as well as affidavits or certifications from BorrowerBorrowerthe Loan Parties, in order to confirm that such loan is bona fide.