Payments of Other Indebtedness. The Borrower will not, nor will it permit any other Obligor 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 payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Permitted Indebtedness or any Indebtedness that is not then included in the Covered Debt Amount (other than the refinancing of such Indebtedness with Indebtedness permitted under Section 6.01), except for:
Payments of Other Indebtedness. The Borrower will not, nor will it permit any other Obligor 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 payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Permitted Indebtedness or any Indebtedness that is not then included in the Covered Debt Amount (other than (x) payments and prepayments under the Permitted Advisor Loan pursuant to Section 6.05(f) or (y) the refinancing of such Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or with the proceeds of any issuance of Equity Interests), except for:
Payments of Other Indebtedness. Such Borrower will not, nor will it permit any other member of its Obligor Group 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 payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Permitted Indebtedness or any Indebtedness of such Borrower that is not then included in the Covered Debt Amount of such Borrower (other than the refinancing of such Indebtedness with Indebtedness permitted under Section 6.01 or with the proceeds of any issuance of Equity Interests), except for:
Payments of Other Indebtedness. The Borrower will not, nor will it permit any other Obligor 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 payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Permitted Indebtedness, Shorter Term Unsecured Indebtedness, Specified Existing Bond Indebtedness, Contemplated Bond Indebtedness or any other Indebtedness that is not then included in the Covered Debt Amount (other than the refinancing of such Indebtedness with Indebtedness permitted under Section 6.01), except for:
Payments of Other Indebtedness. (a) Make or permit any payment on any Subordinated Debt, except pursuant to the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt without Collateral’s Agent’s written consent.
Payments of Other Indebtedness. The Borrower will not, nor will it permit any other Loan Party 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 payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Indebtedness (other than the Loans or the refinancing of such Indebtedness with Indebtedness permitted under Section 6.01), except for:
Payments of Other Indebtedness. Such Borrower will not, nor will it permit any other member of its Obligor Group 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 payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Permitted Indebtedness or any Indebtedness of such Borrower that is not then included in the Covered Debt Amount of such Borrower, except for:
Payments of Other Indebtedness. The Company shall not make any payment of any principal amount of any Existing Credit Agreement Obligations or any Line of Credit Obligations (each as defined in the Subordination Agreement), whether upon stated maturity, required mandatory prepayment, upon acceleration or otherwise, unless the Company shall concurrently make a prepayment on the Notes (in accordance with Section 2.2 or 2.3 hereof, as the case may be) in such aggregate principal amount as shall be necessary to cause the holders of Notes to have received an aggregate payment on the Notes at such time equal to (x) the aggregate amount of the all payments of principal on the Existing Credit Agreement Obligations, the Line of Credit Obligations and the Notes made at such time times (y) a fraction, the numerator of which is the aggregate principal amount of Noteholder Obligations (as defined in the Subordination Agreement) and the denominator of which is the aggregate principal amount of the Noteholder Obligations, the Existing Credit Agreement Obligations and the Line of Credit Obligations, in each case calculated without giving effect to any such prepayment.
Payments of Other Indebtedness. The Borrowers may not, and may not permit any of their Subsidiaries to, make (a) any payment (including prepayment), redemption or repurchase of principal (whether mandatory, voluntary, upon conversion or otherwise) in respect of the Second Lien Loan Facility other than, (i) Permitted Second Lien Loan Payments, or (ii) unless (A) no Default or Event of Default has occurred and is continuing or would result therefrom and (B) BGI delivers to the Lenders on or before the date on which any Borrower makes such prepayment a certificate of the principal financial or accounting officer of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating (x) immediately before and after giving effect to such prepayment and on a projected basis for the twelve (12) months after giving effect to such prepayment, Excess Availability (or, if in effect, Adjusted Excess Availability) would be greater than twenty-five percent (25%) of the lesser of (1) the Aggregate Borrowing Base and (2) the Total Commitment and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater than 1.10:1.00, in form and substance satisfactory to the Administrative Agent, based on reasonable projections of the financial performance of the Borrowers; provided that BGI shall not be required to satisfy the conditions set forth in this clause (B) in the event that (I) the aggregate amount of such prepayments does not exceed $20,000,000 and such prepayments are made with the proceeds of any Borrower’s or any Subsidiary’s incurrence of additional Indebtedness permitted pursuant to §9.1(l) in an aggregate amount in excess of $20,000,000, or (II) such prepayment is made with the proceeds from the Paperchase Sale; (b) any optional or voluntary prepayment, redemption or repurchase of any Indebtedness ranking pari passu in right of payment with the Obligations; or (c) any prepayment, redemption, purchase, defeasance or other satisfaction prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness permitted pursuant to §9.1(l) that is contractually subordinated to the Loans.
Payments of Other Indebtedness. Make any optional prepayment of any of its or Select Energy Inc.’s indebtedness (including under the NU Revolver but excluding, in the case of Select Energy Inc., indebtedness to NU or NU Enterprises, Inc. or incurred under the NU System Money Pool) without first prepaying all outstanding Advances and/or depositing funds in the Cash Collateral Account in an amount equal to the maximum amount available for drawing under the Letters of Credit outstanding on the date of such prepayment, together with all accrued interest to the date of such prepayment, together with all accrued interest to the date of such prepayment and any amounts owing in connection therewith pursuant to Section 4.03(d).
