Common use of Prepayments of Subordinated Indebtedness Clause in Contracts

Prepayments of Subordinated Indebtedness. No Related Person will make any unscheduled payment on any Subordinated Indebtedness, except: (i) unscheduled payments of any Subordinated Indebtedness in exchange for, or out of the aggregate net cash proceeds of a substantially concurrent issuance and sale (other than to another Related Person) of Non- Redeemable Common Stock or of options or warrants giving the holders thereof only the right to acquire Non-Redeemable Common Stock; (ii) unscheduled payments of any Subordinated Indebtedness in exchange for, or out of the aggregate net cash proceeds of a substantially concurrent incurrence (other than to another Related Person) of new Subordinated Indebtedness of Borrower that is permitted under subsection (iv) of the immediately preceding subsection (a), provided that such new Subordinated Indebtedness has a stated interest rate that is the same or less than the stated interest rate of the Subordinated Indebtedness being paid, purchased, redeemed, defeased, acquired, or retired, and has a weighted average life to maturity that is longer than the weighted average life to maturity of the Subordinated Indebtedness being paid, purchased, redeemed, defeased, acquired, or retired; and (iii) other unscheduled payments of any Subordinated Indebtedness, provided that Borrower must give Agent and each Lender at least forty-five (45) days' advance notice of its decision to do so and must defer making any such unscheduled payments until (1) Majority Lenders have determined whether or not to designate a new Borrowing Base pursuant to Section 2.11(c), (2) any Borrowing Base Deficiency (whether resulting from such a designation or previously existing) has been eliminated, and (3) no Default exists.

Prepayments of Subordinated Indebtedness. No Related Person will make Credit Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any unscheduled payment on principal of, premium, if any, interest or other amount payable in respect of any Subordinated Indebtednesssubordinated Indebtedness prior to its scheduled maturity; provided, excepthowever: (a) in each case to the extent due and payable on a non-accelerated basis and permitted under the applicable subordination provisions thereof, the Credit Parties may, (i) unscheduled make regularly scheduled payments of any Subordinated Indebtedness interest in exchange forrespect of subordinated Indebtedness, or out and (ii) in the case of the aggregate net cash proceeds Convertible Notes, (x) reimburse the holders thereof for their reasonable out-of-pocket expenses, (y) pay the holders thereof commitment, underwriting, structuring and similar fees (including in the form of a substantially concurrent issuance original issue discount) in connection with the closing thereunder and sale (z) make indemnity payments in accordance with the terms thereof; (b) in each case to the extent permitted by any subordination agreement in respect any subordinated Indebtedness (other than the Convertible Notes) that is reasonably acceptable to another Related Person) of Non- Redeemable Common Stock or of options or warrants giving the holders thereof only the right to acquire Non-Redeemable Common StockAgent in form and content, Borrowers may make payments on such subordinated Indebtedness; (iic) unscheduled payments NxStage may make any payment or prepayment on, or redemption or acquisition for value of, any Convertible Notes through the exercise of any Subordinated Indebtedness call option in exchange for, or out of the aggregate net cash proceeds of a substantially concurrent incurrence (other than to another Related Person) of new Subordinated Indebtedness of Borrower respect thereof that is permitted under subsection (iv) settled in common stock of the immediately preceding subsection (a)NxStage or, provided that such new Subordinated Indebtedness has a stated interest rate that is the same or less than the stated interest rate in respect of the Subordinated Indebtedness being paidany fractional shares to be issued, purchased, redeemed, defeased, acquired, or retired, and has a weighted average life to maturity that is longer than the weighted average life to maturity of the Subordinated Indebtedness being paid, purchased, redeemed, defeased, acquired, or retiredin cash; and (iiid) NxStage may make additional payments or prepayments on, or redemptions or acquisitions for value of, any Convertible Notes (x) to the extent made solely with common stock of NxStage or other unscheduled payments Stock or Stock Equivalents (other than Disqualified Stock) (whether pursuant to any conversion thereof or otherwise), or (y) to the extent made with the net cash proceeds from the incurrence or issuance of any Subordinated Indebtedness, provided that Borrower must give Agent and each Lender at least forty-five (45) days' advance notice of its decision to do so and must defer making any such unscheduled payments until (1) Majority Lenders have determined whether Convertible Notes or not to designate a new Borrowing Base other subordinated Indebtedness permitted pursuant to Section 2.11(c), (25.5(m) any Borrowing Base Deficiency (whether resulting from such a designation or previously existing) has been eliminated, and (3) so long as no Default existsor Event of Default then exists or would result therefrom.

Prepayments of Subordinated Indebtedness. No Related Person will ---------------------------------------- make any unscheduled payment on any Subordinated Indebtedness, except: (i) unscheduled payments of any Subordinated Indebtedness in exchange for, or out of the aggregate net cash proceeds of a substantially concurrent issuance and sale (other than to another Related Person) of Non- Redeemable Common Stock or of options or warrants giving the holders thereof only the right to acquire Non-Non- Redeemable Common Stock; (ii) unscheduled payments of any Subordinated Indebtedness in exchange for, or out of the aggregate net cash proceeds of a substantially concurrent incurrence (other than to another Related Person) of new Subordinated Indebtedness of Borrower that is permitted under subsection (iv) of the immediately preceding subsection (a), provided that such new Subordinated Indebtedness has a stated interest rate that is the same or less than the stated interest rate of the Subordinated Indebtedness being paid, purchased, redeemed, defeased, acquired, or retired, and has a weighted average life to maturity that is longer than the weighted average life to maturity of the Subordinated Indebtedness being paid, purchased, redeemed, defeased, acquired, or retired; (iii) unscheduled payments and redemptions of the 1996 Subordinated Notes, provided that Borrower must defer making any such unscheduled payments or redemptions until (i) any Borrowing Base Deficiency has been eliminated and (2) no Default exists; and (iiiiv) other unscheduled payments of any Subordinated Indebtedness, provided that Borrower must give Agent and each Lender at least forty-five (45) days' advance notice of its decision to do so and must defer making any such unscheduled payments until (1) Majority Lenders have determined whether or not to designate a new Borrowing Base pursuant to Section 2.11(c), (2) any Borrowing Base Deficiency (whether resulting from such a designation or previously existing) has been eliminated, and (3) no Default exists.