Restriction on Future Indebtedness with -District Creditors. Without the prior written consent of Aegis, # no Obligor will issue to any -District [[Organization F:Organization]] nor any Affiliate thereof, any additional indebtedness beyond the aggregate amount of the -District Debt outstanding as of the Effective Date (provided, for the avoidance of doubt, the aggregate principal amount of the A&R -District Notes shall in no event be permitted to exceed $524,290 at any time and further provided, for the avoidance of doubt, that # any fees, interest, or other obligations that become due or payable pursuant to the terms of any -District Note Document as in effect on the Effective Date shall not be deemed an issuance of “additional indebtedness” for purposes of this [Section 11(a)(i)]) and # any principal, fees, interest, or other obligations that become due or payable pursuant to the terms of any of the A&R -District Unsecured Notes, A&R Warrant and A&R Warrant, in each case as in effect on the Effective Date, shall not be deemed an issuance of “additional indebtedness” for purposes of this [Section 11(a)(i)]), # no Obligor will grant any additional Lien as security for the -District Debt or any other indebtedness owing by any Obligor to any -District [[Organization F:Organization]] or any Affiliate thereof beyond those Liens granted as of the Effective Date pursuant to the -District Note Documents as in effect on the Effective Date, and # neither any -District [[Organization F:Organization]] nor any Affiliate thereof will accept any such issuance of additional indebtedness by any Obligor or the grant of any such additional Lien or enter into any agreement to effect the same. The -District Creditors and each of the Obligors agree and acknowledge that any issuance by any Obligor of any indebtedness to any -District [[Organization F:Organization]] or any Affiliate thereof and/or any grant by any Obligor of any Lien to any -District [[Organization F:Organization]] or any Affiliate thereof in violation of the terms of this [Section 11(a)(i)] shall be void ab initio and have no force or effect.
Restriction on Future Indebtedness with -District Creditors. Without the prior written consent of Aegis, # no Obligor will issue to any -District Creditor nor any Affiliate thereof, any additional indebtedness beyond the aggregate amount of the -District Debt outstanding as of the Effective Date (provided, for the avoidance of doubt, the aggregate principal amount of the A&R -District Notes shall in no event be permitted to exceed $524,290 at any time and further provided, for the avoidance of doubt, that # any fees, interest, or other obligations that become due or payable pursuant to the terms of any -District Note Document as in effect on the Effective Date shall not be deemed an issuance of “additional indebtedness” for purposes of this [Section 11(a)(i)]), # any principal, fees, interest, or other obligations that become due or payable pursuant to the terms of any of the A&R -District Unsecured Notes, A&R Warrant and A&R Warrant, or any 2024 Warrant held by or , in each case as in effect on the Effective Date, shall not be deemed an issuance of “additional indebtedness” for purposes of this [Section 11(a)(i)]), and # the issuance by of any Kicker Note to and/or District in accordance with the 2024 Loan Agreement shall not be deemed an issuance of “additional indebtedness” for purposes of this [Section 11(a)(i)]), # no Obligor will grant any additional Lien as security for the -District Debt or any other indebtedness owing by any Obligor to any -District Creditor or any Affiliate thereof beyond those Liens granted as of the Effective Date pursuant to the -District Note Documents as in effect on the Effective Date (provided, for the avoidance of doubt, any Lien granted to the -District Creditors pursuant to the 2024 Security Agreement securing any Kicker Notes purchased by and/or pursuant to the 2024 Loan Agreement shall not be deemed an “additional Lien” for purposes of this [Section 11(a)(i)]), and # neither any -District Creditor nor any Affiliate thereof will accept any such issuance of additional indebtedness by any Obligor or the grant of any such additional Lien or enter into any agreement to effect the same. The -District Creditors and each of the Obligors agree and acknowledge that any issuance by any Obligor of any indebtedness to any -District Creditor or any Affiliate thereof and/or any grant by any Obligor of any Lien to any -District Creditor or any Affiliate thereof in violation of the terms of this [Section 11(a)(i)] shall be void ab initio and have no force or effect.
Restriction on Future Indebtedness with Aegis. Without the prior written consent of the -District Creditors (provided, however, that the consent of the -District Creditors will not be required at any time when all of the following two (2) conditions are met: # the A&R -District Notes have been Paid in Full in their entirety and # the aggregate principal amount outstanding under the A&R -District Unsecured Notes is less than $3,631,578), # no Obligor will issue to Aegis nor any Affiliate thereof, any additional indebtedness beyond the aggregate amount of Aegis Debt outstanding as of the Effective Date (provided, for the avoidance of doubt, the principal amount of the A&R Aegis Note shall in no event be permitted to exceed $2,763,291 in the aggregate at any time and further provided, for the avoidance of doubt, that any fees, interest, or other obligations that become due or payable pursuant to the terms of any Aegis Note Document as in effect on the Effective Date shall not be deemed an issuance of “additional indebtedness” for purposes of this [Section 11(a)(ii)]), # no Obligor will grant any additional Lien as security for the Aegis Debt or any other indebtedness owing by any Obligor to Aegis or any Affiliate thereof beyond those Liens granted as of the date of this Agreement pursuant to the Aegis Note Documents as in effect on the Effective Date, and # neither Aegis nor any Affiliate thereof will accept any such issuance of additional indebtedness by any Obligor or the grant of any such additional Lien or enter into any agreement to effect the same. Aegis and each of the Obligors agree and acknowledge that any issuance by any Obligor of any indebtedness to Aegis or any Affiliate thereof and/or any grant by any Obligor of any Lien to Aegis or any Affiliate thereof in violation of the terms of this [Section 11(a)(ii)] shall be void ab initio and have no force or effect.
Restriction on Other Secured Indebtedness and Liens. Without the prior written consent of Aegis and the -District Creditors (provided, however, that the consent of the -District Creditors will not be required at any time when all of the following two (2) conditions are met: # the A&R -District Notes have been Paid in Full in their entirety and # the aggregate principal amount outstanding under the A&R -District Unsecured Notes is less than $3,631,578):
Permitted -District Payments. Until all of the Aegis Debt has been Paid in Full, no Obligor shall, directly or indirectly, make any payment on account of the -District Debt, and no -District [[Organization F:Organization]] or any Affiliate thereof shall be permitted to receive from any Obligor, directly or indirectly, any payment on account of the -District Debt other than # regularly scheduled payments of interest and principal, in each case as and when due and payable on a non-accelerated basis in accordance with the terms of the A&R -District Notes as in effect on the Effective Date, # payments of principal, interest, and any unpaid fees or other obligations owing by any Obligor to any -District [[Organization F:Organization]] under any A&R -District Note as in effect on the Effective Date on the non-accelerated maturity date of such A&R -District Note as in effect on the Effective Date and # any Permitted Mandatory Prepayment of the -District Debt provided such Permitted Mandatory Prepayment is made in accordance with the provisions of Section 3(a)(iii) and Section 2(a)(iii)) (collectively, “Permitted -District Payments”, and each individually, a “Permitted -District Payment”), unless and until, with respect to any payment described in any of the [foregoing clauses (1), (2) and (3) of this Section 3(a)(i)])])], any Event of Default has occurred and is continuing or such payment would result in an Event of Default, whereupon the provisions of Section 2(a)(i) shall apply and the Pari Passu Debt shall be paid to Aegis and the -District Creditors in the manner set forth in such Section.
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