Common use of Payments of Indebtedness Clause in Contracts

Payments of Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or, any Unsecured Longer-Term Indebtedness, the 2028 Notes or the 2029 Notes (other than, so long as no Default has occurred and is continuing or would result therefrom, (i) the refinancing of any Secured Longer-Term Indebtedness or, any Unsecured Longer-Term Indebtedness, the 2028 Notes or the 2029 Notes with the Net Cash Proceeds of any Indebtedness permitted under Section 6.01(b)(ii) and (c) (such Indebtedness, the “Refinancing Indebtedness”); provided that the Borrower may, at its option, use the Net Cash Proceeds of such Refinancing Indebtedness to immediately prepay Loans hereunder and, within 45 calendar days after the incurrence of such Refinancing Indebtedness, the Borrower may prepay such Secured Longer-Term Indebtedness or, Unsecured Longer-Term Indebtedness, the 2028 Notes or the 2029 Notes (including with proceeds of the Loans hereunder) in an amount equal to the principal amount of Loans prepaid with such Refinancing Indebtedness so long as, with respect to a prepayment within such 45 calendar days pursuant to this proviso, such Refinancing Indebtedness would have been permitted to have been incurred pursuant to Section 6.01(b)(ii) or (c), as applicable, if such Refinancing Indebtedness was incurred on the date of such prepayment; and (ii) with the Net Cash Proceeds of any issuance of Equity Interests after the Effective Date,; and (iii) in the case of the 2028 Notes or the 2029 Notes, using Cash or the

Payments of Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness orIndebtedness, any Unsecured Longer-Term Indebtedness, the 2028 Notes Indebtedness or the 2029 2026 Notes (other than, so long as no Default has occurred and is continuing or would result therefrom, (i) the refinancing of any Secured Longer-Term Indebtedness orIndebtedness, any Unsecured Longer-Term Indebtedness, the 2028 Notes Indebtedness or the 2029 2026 Notes with the Net Cash Proceeds of any Indebtedness permitted under Section 6.01(b)(ii) and (c) (such Indebtedness, the “Refinancing Indebtedness”); provided that the Borrower may, at its option, use the Net Cash Proceeds of such Refinancing Indebtedness to immediately prepay Loans hereunder and, within 45 calendar days after the incurrence of such Refinancing Indebtedness, the Borrower may prepay such Secured Longer-Term Indebtedness orIndebtedness, Unsecured Longer-Term Indebtedness, the 2028 Notes Indebtedness or the 2029 2026 Notes (including with proceeds of the Loans hereunder) in an amount equal to the principal amount of Loans prepaid with such Refinancing Indebtedness so long as, with respect to a prepayment within such 45 calendar days pursuant to this proviso, such Refinancing Indebtedness would have been permitted to have been incurred pursuant to Section 6.01(b)(ii) or (c), as applicable, if such Refinancing Indebtedness was incurred on the date of such prepayment; and (ii) with the Net Cash Proceeds of any issuance of Equity Interests after the Amendment No. 5 Effective Date,, in each case under the foregoing clauses (i) and (ii), solely to the extent not required to be used to prepay Loans and, except as expressly set forth in the proviso to clause (i), such refinanced or purchased debt is immediately discharged, extinguished or terminated), except for (a) regularly scheduled payments of interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under convertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (iiiy) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in the case respect of the 2028 Notes such triggering and/or settlement thereof, shall be permitted under this clause (a)), or the 2029 Notes, using Cash or the(b) payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.08(c).

Payments of Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness orIndebtedness, any Unsecured Longer-Term Indebtedness, the 2028 Notes Indebtedness or the 2029 2023 Notes (other than, so long as no Default has occurred and is continuing or would result therefrom, (i) the refinancing of any Secured Longer-Term Indebtedness orIndebtedness, any Unsecured Longer-Term Indebtedness, the 2028 Notes Indebtedness or the 2029 2023 Notes with the Net Cash Proceeds of any Indebtedness permitted under Section 6.01(b)(ii) and (c) (such Indebtedness, the “Refinancing Indebtedness”); provided that the Borrower may, at its option, use the Net Cash Proceeds of such Refinancing Indebtedness to immediately prepay Loans hereunder and, within 45 calendar days after the incurrence of such Refinancing Indebtedness, the Borrower may prepay such Secured Longer-Term Indebtedness or, Unsecured Longer-Term Indebtedness, the 2028 Notes or the 2029 Notes (including with proceeds of the Loans hereunder) in an amount equal to the principal amount of Loans prepaid with such Refinancing Indebtedness so long as, with respect to a prepayment within such 45 calendar days pursuant to this proviso, such Refinancing Indebtedness would have been permitted to have been incurred pursuant to Section 6.01(b)(ii) or (c), as applicable, if such Refinancing Indebtedness was incurred on the date of such prepayment; and (ii) with the Net Cash Proceeds of any issuance of Equity Interests after the Amendment No. 3 Effective Date,Date so long as such Net Cash Proceeds are promptly used to purchase any such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or the 2023 Notes with Indebtedness permitted under Section 6.01(b) and (c)at a discount to the applicable par value of the applicable Indebtedness, in each case under the foregoing clauses (i) and (ii), solely to the extent not required to be used to prepay Loans and such refinanced or purchased debt is immediately discharged, extinguished or terminated), except for (a) regularly scheduled payments of interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under convertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (iiiy) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in the case respect of the 2028 Notes such triggering and/or settlement thereof, shall be permitted under this clause (a)), or the 2029 Notes, using Cash or the(b) payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.08(c).

Payments of Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness orIndebtedness, any Unsecured Longer-Term Indebtedness, the 2028 Notes Indebtedness or the 2029 2023 Notes (other than, so long as no Default has occurred and is continuing or would result therefrom, (i) the refinancing of any Secured Longer-Term Indebtedness orIndebtedness, any Unsecured Longer-Term Indebtedness, the 2028 Notes Indebtedness or the 2029 2023 Notes with the Net Cash Proceeds of any Indebtedness permitted under Section 6.01(b)(ii) and (c) (such Indebtedness, the “Refinancing Indebtedness”); provided that the Borrower may, at its option, use the Net Cash Proceeds of such Refinancing Indebtedness to immediately prepay Loans hereunder and, within 45 calendar days after the incurrence of such Refinancing Indebtedness, the Borrower may prepay such Secured Longer-Term Indebtedness or, Unsecured Longer-Term Indebtedness, the 2028 Notes or the 2029 Notes (including with proceeds of the Loans hereunder) in an amount equal to the principal amount of Loans prepaid with such Refinancing Indebtedness so long as, with respect to a prepayment within such 45 calendar days pursuant to this proviso, such Refinancing Indebtedness would have been permitted to have been incurred pursuant to Section 6.01(b)(ii) or (c), as applicable, if such Refinancing Indebtedness was incurred on the date of such prepayment; and (ii) with the Net Cash Proceeds of any issuance of Equity Interests after the Amendment No. 3 Effective Date,Date so long as such Net Cash Proceeds are promptly used to purchase any such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or the 2023 Notes at a discount to the applicable par value of the applicable Indebtedness, in each case under the foregoing clauses (i) and (ii), solely to the extent not required to be used to prepay Loans and such refinanced or purchased debt is immediately discharged, extinguished or terminated), except for (a) regularly scheduled payments of interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under convertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (iiiy) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in the case respect of the 2028 Notes such triggering and/or settlement thereof, shall be permitted under this clause (a)), or the 2029 Notes, using Cash or the(b) payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.08(c).

Payments of Indebtedness. The Borrower Such Obligor will not, nor and will it not permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing payments in respect of, of any Secured Longer-Term Indebtedness or, any Unsecured Longer-Term Indebtedness, the 2028 Notes or the 2029 Notes (other than, so long as no Default has occurred and is continuing or would result therefrom, than (i) payments of the refinancing Obligations; (ii) scheduled payments of other Indebtedness (including scheduled and required payments in respect of the Revenue Interest Financing) to the extent permitted pursuant to the terms, if any, of any Secured Longer-Term Indebtedness orapplicable subordination or intercreditor agreement in respect of the Obligations; (iii) subject to the Intercompany Subordination Agreement, any Unsecured Longer-Term Indebtedness, the 2028 Notes or the 2029 Notes with the Net Cash Proceeds of any Indebtedness intercompany indebtedness permitted under Section 6.01(b)(ii9.01; (iv) and (c) (such Indebtedness, the “Refinancing Indebtedness”); provided that the Borrower may, at its option, use the Net Cash Proceeds of such Refinancing Indebtedness to immediately prepay Loans hereunder and, within 45 calendar days after the incurrence of such Refinancing Indebtedness, the Borrower may prepay such Secured Longer-Term Indebtedness or, Unsecured Longer-Term Indebtedness, the 2028 Notes or the 2029 Notes (including with proceeds of the Loans hereunder) in an amount equal to the principal amount of Loans prepaid with such Refinancing Indebtedness so long as, with respect to a prepayment within such 45 calendar days pursuant to this proviso, such Refinancing Indebtedness would have been permitted to have been be incurred pursuant to Section 6.01(b)(ii) or under Sections 9.01(b), (c), as applicable(j), (k), (l), (o), (q), (r) and (t); (v) any prepayment, repurchase, redemption or similar action of the Permitted Convertible Debt using cash proceeds of any substantially simultaneous issuance of Permitted Convertible Debt (and any cash proceeds received pursuant to the exercise, early unwind or termination of any Permitted Bond Hedge Transaction in connection IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" 4900-8142-0056v.28" "" 4900-8142-0056v.28 with such prepayment, repurchase, redemption or action); (vi) any cash prepayment, repurchase, redemption or similar action of the Permitted Convertible Debt with the Available Amount; (vii) the conversion to Equity Interests by holders of Permitted Convertible Debt in accordance with the terms of the indenture or other documentation governing such Permitted Convertible Debt, (viii) the exchange of existing Permitted Convertible Debt for the following (or any combination of the following): (1) new Permitted Convertible Debt (or the net cash proceeds from the issuance of such new Permitted Convertible Debt) to the extent such Indebtedness is permitted to be issued under the terms of this Agreement, (2) Class A Common Stock, (3) the cash proceeds, if any, received pursuant to the exercise, early unwind or termination of any Permitted Bond Hedge Transaction entered into in connection with such Refinancing Indebtedness was incurred existing Permitted Convertible Debt, or (4) cash payment in respect of accrued and unpaid interest on such exchanged existing Permitted Convertible Debt; (ix) delivery of Class A Common Stock and cash in lieu of fractional shares or in respect of accrued and unpaid interest to any holder of Permitted Convertible Debt to induce such holder to convert Permitted Convertible Debt in accordance with the date terms of the indenture governing such prepaymentPermitted Convertible Debt; and (iix) with the Net Cash Proceeds Permitted Refinancings of any issuance of Equity Interests after the Effective Date,; and (iii) in the case of the 2028 Notes or the 2029 Notes, using Cash or theIndebtedness specifically permitted under Section 9.01.

Payments of Indebtedness. The Borrower will not(a) In the case of any Indebtedness (other than subordinated Indebtedness, nor will it permit as to which clause (b) shall apply), if any Event of its Subsidiaries toDefault under Section 8.01(a) or (b) (only with respect to an Event of Default under Section 7.11) shall have occurred and be continuing, voluntarily prepay, redeem, purchase, redeemdefease or otherwise satisfy prior to the scheduled maturity thereof in any manner except, (i) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (ii) regularly scheduled or required repayments or redemptions of Indebtedness in respect of the Second Lien Secured Notes and other Indebtedness set forth in Schedule 7.02(b) and refinancings and refundings of such Indebtedness in compliance with Section 7.02(c) or 7.02(m), (iii) prepayments or redemption of such Indebtedness (A) with consideration constituting the exchange of Qualified Equity Interests for the extinguishment of such Indebtedness in whole or in part or (B) with the proceeds of the issuance of Qualified Equity Interests, (iv) the redemption of any Senior Notes that remain outstanding after giving effect to the Amendment Transactions, (v) the satisfaction and discharge of the Senior Notes Indenture and (vi) in the case of Indebtedness outstanding under the Exchangeable Notes or the Exchangeable Notes Indenture, the prepayment or redemption of the Exchangeable Notes in connection with the exercise of the ▇▇▇▇▇▇ Option with Permitted ▇▇▇▇▇▇ Option Amounts and/or the conversion or exchange of the Exchangeable Notes into or for Qualified Equity Interests of the MLP; (b) in the case of subordinated Indebtedness, make any payments (whether voluntary or otherwise), redemptions, purchases, defease or otherwise acquire, retire or otherwise acquire for valuesatisfy any principal, or set apart any money for a sinking, defeasance interest or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing amounts owed in respect ofof such Indebtedness other than (i) regularly scheduled payments of interest or principal made in compliance with the subordination terms thereof, any Secured Longer-Term Indebtedness or, any Unsecured Longer-Term Indebtedness, the 2028 Notes or the 2029 Notes (other than, ii) so long as no Default has occurred and is continuing exists or would result therefrom, prepayments or redemption of such Indebtedness in an amount not to exceed the MLP Cumulative Amount as in effect immediately before the respective prepayment, (iiii) so long as no Default exists or would result therefrom, prepayments of such Indebtedness in an amount not to exceed the refinancing Incremental Funds Amount as in effect immediately before the respective prepayment or redemption and (iv) prepayments or redemption of any Secured Longer-Term such Indebtedness or, any Unsecured Longer-Term Indebtedness, (A) with consideration constituting the 2028 Notes exchange of Qualified Equity Interests for the extinguishment of such Indebtedness in whole or the 2029 Notes in part or (B) with the Net Cash Proceeds of any Indebtedness permitted under Section 6.01(b)(ii) and (c) (such Indebtedness, the “Refinancing Indebtedness”); provided that the Borrower may, at its option, use the Net Cash Proceeds of such Refinancing Indebtedness to immediately prepay Loans hereunder and, within 45 calendar days after the incurrence of such Refinancing Indebtedness, the Borrower may prepay such Secured Longer-Term Indebtedness or, Unsecured Longer-Term Indebtedness, the 2028 Notes or the 2029 Notes (including with proceeds of the Loans hereunder) in an amount equal to the principal amount of Loans prepaid with such Refinancing Indebtedness so long as, with respect to a prepayment within such 45 calendar days pursuant to this proviso, such Refinancing Indebtedness would have been permitted to have been incurred pursuant to Section 6.01(b)(ii) or (c), as applicable, if such Refinancing Indebtedness was incurred on the date of such prepayment; and (ii) with the Net Cash Proceeds of any issuance of Qualified Equity Interests after the Effective Date,Interests; and (iii) in the case of the 2028 Notes or the 2029 Notes, using Cash or theand

Payments of Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness orIndebtedness, any Unsecured Longer-Term Indebtedness, the 2028 Notes Indebtedness or the 2029 20232026 Notes (other than, so long as no Default has occurred and is continuing or would result therefrom, (i) the refinancing of any Secured Longer-Term Indebtedness orIndebtedness, any Unsecured Longer-Term Indebtedness, the 2028 Notes Indebtedness or the 2029 20232026 Notes with the Net Cash Proceeds of any Indebtedness permitted under Section 6.01(b)(ii) and (c) (such Indebtedness, the “Refinancing Indebtedness”); provided that the Borrower may, at its option, use the Net Cash Proceeds of such Refinancing Indebtedness to immediately prepay Loans hereunder and, within 45 calendar days after the incurrence of such Refinancing Indebtedness, the Borrower may prepay such Secured Longer-Term Indebtedness orIndebtedness, Unsecured Longer-Term Indebtedness, the 2028 Notes Indebtedness or the 2029 2026 Notes (including with proceeds of the Loans hereunder) in an amount equal to the principal amount of Loans prepaid with such Refinancing Indebtedness so long as, with respect to a prepayment within such 45 calendar days pursuant to this proviso, such Refinancing Indebtedness would have been permitted to have been incurred pursuant to Section 6.01(b)(ii) or (c), as applicable, if such Refinancing Indebtedness was incurred on the date of such prepayment; and (ii) with the Net Cash Proceeds of any issuance of Equity Interests after the Amendment No. 35 Effective Date,Date so long as such Net Cash Proceeds are promptly used to purchase any such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or the 2023 Notes at a discount to the applicable par value of the applicable Indebtedness, in each case under the foregoing clauses (i) and (ii), solely to the extent not required to be used to prepay Loans and, except as expressly set forth in the proviso to clause (i), such refinanced or purchased debt is immediately discharged, extinguished or terminated), except for (a) regularly scheduled payments of interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under convertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (iiiy) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in the case respect of the 2028 Notes such triggering and/or settlement thereof, shall be permitted under this clause (a)), or the 2029 Notes, using Cash or the(b) payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.08(c).

Payments of Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness orIndebtedness, any Unsecured Longer-Term IndebtednessIndebtedness or, the 2028 2026 Notes or the 2029 Special Refinancing Notes (other than, so long as no Default has occurred and is continuing or would result therefrom, (i) the refinancing of any Secured Longer-Term Indebtedness orIndebtedness, any Unsecured Longer-Term IndebtednessIndebtedness or, the 2028 2026 Notes or the 2029 Special Refinancing Notes with the Net Cash Proceeds of any Indebtedness permitted under Section 6.01(b)(ii) and (c) (such Indebtedness, the “Refinancing Indebtedness”); provided that the Borrower may, at its option, use the Net Cash Proceeds of such Refinancing Indebtedness to immediately prepay Loans hereunder and, (a) within 45 calendar days after the incurrence of such Refinancing Indebtedness, the Borrower may prepay such Secured Longer-Term Indebtedness orIndebtedness, Unsecured Longer-Term Indebtedness, the 2028 Notes Indebtedness or the 2029 Special Refinancing Notes (including with proceeds of the Loans hereunder) in an amount equal to and (b) at any time after the principal amount incurrence of Loans prepaid with such Refinancing Indebtedness so long asIndebtedness, with respect to a prepayment within such 45 calendar days pursuant to this proviso, such Refinancing Indebtedness would have been permitted to have been incurred pursuant to Section 6.01(b)(ii) or (c), as applicable, if such Refinancing Indebtedness was incurred on the date of such prepayment; and (ii) with the Net Cash Proceeds of any issuance of Equity Interests after the Effective Date,; and (iii) in the case of the 2028 Notes or the 2029 Notes, using Cash or the