Common use of Subordinated Indebtedness Clause in Contracts

Subordinated Indebtedness. The Parent 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 payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Subordinated Indebtedness, except for: (i) regularly scheduled payments or prepayments of principal and interest in respect thereof required pursuant to the instruments evidencing such Subordinated Indebtedness (other than Seller Indebtedness), including for the avoidance of doubt mandatory applicable high yield discount obligations payments, if any; (ii) so long as no Default has occurred and is continuing, scheduled payments of principal of and interest on, and expenses and indemnities incurred in connection with, Seller Indebtedness; (iii) [reserved]; (iv) any purchase, redemption or retirement of Subordinated Indebtedness, so long as (i) no Default has occurred and is continuing and (ii) (A) such other purchase, redemption or retirement is in connection with a refinancing of such Subordinated Indebtedness with the proceeds of, or in connection with an exchange of such Subordinated Indebtedness for a new series of, Subordinated Indebtedness issued within 180 days of the substantial completion of such purchase, redemption or retirement or (B) after giving effect to such purchase, redemption or retirement and any related incurrence of Indebtedness, the Parent is in compliance with the Financial Covenants on a pro forma basis as of the last day of the most recently ended TTM Period; and (v) any other any purchase, redemption or retirement of Subordinated Indebtedness in an aggregate amount not exceeding, when aggregated with all other purchases, redemptions or retirements of Subordinated Indebtedness in reliance on this clause (v), $50,000,000.

Subordinated Indebtedness. The Parent Borrower will not, nor and will it not permit any of its Subsidiaries Subsidiary to, make any Prohibited Amendment to any indenture, note or other agreement evidencing or governing any Subordinated Indebtedness, or directly or indirectly voluntarily prepay, decrease or in substance decrease, 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 ofacquire, any Subordinated Indebtedness. As used herein, except for: “Prohibited Amendment” means any amendment or modification the effect of which is to: (ia) regularly scheduled increase the interest rate on such Subordinated Indebtedness; (b) change the dates upon which payments or prepayments of principal and or interest in respect thereof required pursuant to the instruments evidencing are due on such Subordinated Indebtedness (other than Seller to extend such dates; (c) change any default or event of default other than to delete or make less restrictive any default provision therein, or add any covenant with respect to such Subordinated Indebtedness), including for ; (d) change the avoidance of doubt mandatory applicable high yield discount obligations payments, if any; (ii) so long as no Default has occurred and is continuing, scheduled payments of principal of and interest on, and expenses and indemnities incurred in connection with, Seller Indebtedness; (iii) [reserved]; (iv) any purchase, redemption or retirement of Subordinated Indebtedness, so long as (i) no Default has occurred and is continuing and (ii) (A) such other purchase, redemption or retirement is in connection with a refinancing prepayment provisions of such Subordinated Indebtedness with other than to extend the proceeds of, dates therefor or to reduce the premiums payable in connection with an exchange therewith; (e) grant any security or collateral to secure payment of such Subordinated Indebtedness; or (f) change or amend any other term if such change or amendment would materially increase the obligations of the Borrower or applicable Subsidiary thereunder or confer additional material rights on the holder of such Subordinated Indebtedness for in a new series ofmanner adverse to the Borrower, Subordinated Indebtedness issued within 180 days of the substantial completion of such purchase, redemption or retirement or (B) after giving effect to such purchase, redemption or retirement and any related incurrence of IndebtednessSubsidiary, the Parent is in compliance with the Financial Covenants on a pro forma basis as of the last day of the most recently ended TTM Period; and (v) Administrative Agent or any other any purchase, redemption or retirement of Subordinated Indebtedness in an aggregate amount not exceeding, when aggregated with all other purchases, redemptions or retirements of Subordinated Indebtedness in reliance on this clause (v), $50,000,000Lender.

Subordinated Indebtedness. The Parent will not, nor will it permit (a) Make any payment 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 payment or prepayment of the principal of or interest on, all or any part of any Subordinated Indebtedness or take any other amount owing action or omit to take any other action in respect of, of any Subordinated Indebtedness, except for:in accordance with the subordination agreement relative thereto or, in the case of the Senior Subordinated Notes, in accordance with the Senior Subordinated Documents. (b) Change, amend, modify or supplement (collectively, "Change") the terms of any Subordinated Indebtedness (or any indenture or agreement in connection therewith) if the effect of such Change is to: (i) regularly scheduled increase the interest rate on such Subordinated Indebtedness; (ii) change the dates upon which payments or prepayments of principal and or interest in respect thereof required pursuant to the instruments evidencing are due on such Subordinated Indebtedness (other than Seller Indebtedness), including for the avoidance of doubt mandatory applicable high yield discount obligations payments, if any; (ii) so long as no Default has occurred and is continuing, scheduled payments of principal of and interest on, and expenses and indemnities incurred in connection with, Seller Indebtedness; to extend such dates; (iii) [reserved]; change any default or event of default other than to delete or make less restrictive any default provision therein, or add any covenant with respect to such Subordinated Indebtedness; (iv) any purchase, change the redemption or retirement of Subordinated Indebtedness, so long as (i) no Default has occurred and is continuing and (ii) (A) such other purchase, redemption or retirement is in connection with a refinancing prepayment provisions of such Subordinated Indebtedness with other than to extend the proceeds of, dates thereof or to reduce the premiums payable in connection with an exchange therewith; (v) grant any security or collateral to secure payment of such Subordinated Indebtedness; or (vi) change any other term if such change would materially increase the obligations of the obligor or confer additional material rights to holder of such Subordinated Indebtedness for in a new series ofmanner adverse to such Borrower, Agent or any Lender. (c) Renew, refinance or extend any Subordinated Indebtedness issued within 180 days without the prior written consent of the substantial completion Agent. Such Borrower shall notify Agent, at least three (3) months prior to the maturity, expiration or termination date of any Subordinated Indebtedness, of such purchaseBorrower's intent to renew, redemption refinance or retirement or extend such indebtedness (B) after giving effect to such purchasecollectively, redemption or retirement a "Refinancing"), which notice shall include the proposed terms and any related incurrence of Indebtedness, the Parent is in compliance with the Financial Covenants on a pro forma basis as conditions of the last day of Refinancing and the most recently ended TTM Period; and (v) any other any purchase, redemption or retirement of Subordinated Indebtedness in an aggregate amount not exceeding, when aggregated with all other purchases, redemptions or retirements of Subordinated Indebtedness in reliance on this clause (v), $50,000,000proposed documentation thereof.

Subordinated Indebtedness. The Parent 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 payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Subordinated Indebtedness, except for: (i) regularly scheduled payments A Default or prepayments Event of principal and interest Default (as such terms are defined in the Intercompany Subordinated Debt Documents) with respect thereof required pursuant to the instruments evidencing such Intercompany Subordinated Indebtedness (other than Seller Indebtedness)Debt or the occurrence of any condition or event that results in the Intercompany Subordinated Debt becoming due prior to its scheduled maturity as of the Closing Date or permits any holder or holders of the Intercompany Subordinated Debt or any trustee or agent on its or their behalf to cause the Intercompany Subordinated Debt to become due, including for or require the avoidance prepayment, repurchase, redemption of doubt mandatory applicable high yield discount obligations paymentsdefeasance thereof, if anyprior to its scheduled maturity as of the Closing Date; (ii) so long as no Default If any Loan Party makes any payment on account of the Intercompany Subordinated Debt or any Indebtedness or obligation which has occurred and is continuingbeen contractually subordinated to the Obligations other than payments which are permitted hereunder or by the applicable subordination provisions pertaining thereto, scheduled payments of principal of and interest onor if any Person who has subordinated such Indebtedness or obligations attempts to limit or terminate any applicable subordination provisions pertaining thereto, and expenses and indemnities incurred in connection witheach case, Seller Indebtednessincluding the Intercompany Subordinated Debt Subordination Agreement; (iii) [reserved];A Default or Event of Default (as such terms are defined in the Alimco Subordinated Debt Documents) with respect to the Alimco Subordinated Debt or the occurrence of any condition or event that results in the Alimco Subordinated Debt becoming due prior to its scheduled maturity as of the Amendment No. 1 Effective Date or permits any holder or holders of the Alimco Subordinated Debt or any trustee or agent on its or their behalf to cause the Alimco Subordinated Debt to become due, or require the prepayment, repurchase, redemption of defeasance thereof, prior to its scheduled maturity as of the Amendment No. 1 Effective Date; or (iv) If any purchase, redemption Loan Party makes any payment on account of the Alimco Subordinated Debt or retirement of Subordinated Indebtedness, so long as (i) no Default any Indebtedness or obligation which has occurred and is continuing and (ii) (A) such been contractually subordinated to the Obligations other purchase, redemption than payments which are permitted hereunder or retirement is in connection with a refinancing of such Subordinated Indebtedness with by the proceeds ofapplicable subordination provisions pertaining thereto, or if any Person who has subordinated such Indebtedness or obligations attempts to limit or terminate any applicable subordination provisions pertaining thereto, in connection with an exchange of such each case, including the Alimco Subordinated Indebtedness for a new series of, Subordinated Indebtedness issued within 180 days of the substantial completion of such purchase, redemption or retirement or (B) after giving effect to such purchase, redemption or retirement and any related incurrence of Indebtedness, the Parent is in compliance with the Financial Covenants on a pro forma basis as of the last day of the most recently ended TTM Period; and (v) any other any purchase, redemption or retirement of Subordinated Indebtedness in an aggregate amount not exceeding, when aggregated with all other purchases, redemptions or retirements of Subordinated Indebtedness in reliance on this clause (v), $50,000,000.Debt Subordination Agreement;

Subordinated Indebtedness. The Parent Company 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 payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Subordinated Indebtedness, except for: (i) regularly scheduled payments or prepayments of principal and interest in respect thereof required pursuant to the instruments evidencing such Subordinated Indebtedness (other than Seller Indebtedness), including for the avoidance of doubt mandatory applicable high yield discount obligations payments, if any; (ii) so long as no Default has occurred and is continuing, scheduled payments of principal of (not to exceed $10,000,000 in the aggregate, excluding payments made in connection with that certain company named Datavault acquired by the Company in the United Kingdom) and interest on, and expenses and indemnities incurred in connection with, Seller Indebtedness;; and (iii) [reserved]; (iv) any other purchase, redemption or retirement of Subordinated Indebtedness, so long as (i) no Default has occurred and is continuing and (ii) either (A) such other purchase, redemption or retirement is in connection with a refinancing of such Subordinated Indebtedness with the proceeds of, or in connection with an exchange of such Subordinated Indebtedness for a new series of, Senior Subordinated Indebtedness Debt issued within 180 60 days of the substantial completion of such purchase, redemption or retirement retirement, or (B) after giving effect to such purchase, redemption or retirement and any related incurrence of Indebtednessretirement, the Parent is in compliance with the Financial Covenants ratio of Senior Debt on a pro forma basis as of the last day of the most recently completed fiscal quarter of the Company to EBITDA for the four quarters then ended TTM Period; and (v) any other any on a PRO FORMA basis, after giving effect to such purchase, redemption or retirement and any Stock Repurchase consummated on or prior to the date hereof, and to any borrowings to finance the same, as at the last day of Subordinated Indebtedness in an aggregate amount not exceeding, when aggregated with all other purchases, redemptions the latest fiscal quarter is less than or retirements of Subordinated Indebtedness in reliance on this clause (v), $50,000,000equal to 1.5 to 1.

Subordinated Indebtedness. (a) The Parent 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 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 Subordinated Indebtedness, except for: for (i) regularly scheduled payments or prepayments of principal and interest in respect thereof required pursuant to the instruments evidencing such Subordinated Indebtedness (other than Seller Indebtedness), including for the avoidance of doubt mandatory applicable high yield discount obligations payments, if any; and (ii) so long as no Default has occurred and is continuing, scheduled payments of principal of and interest on, and expenses and indemnities incurred in connection with, Seller Indebtedness; (iii) [reserved]; (iv) any the purchase, redemption redemption, retirement or retirement other acquisition or defeasance of Subordinated Indebtedness, so long as provided that (ix) no Default has shall have occurred and is be continuing and (ii) (A) such other purchase, redemption or retirement is in connection with a refinancing of such Subordinated Indebtedness with at the proceeds of, or in connection with an exchange of such Subordinated Indebtedness for a new series of, Subordinated Indebtedness issued within 180 days of the substantial completion time of such purchase, redemption or redemption, retirement or other acquisition or defeasance or would result therefrom and (By) after giving effect to such purchase, redemption or retirement and any related incurrence the aggregate principal amount of Indebtedness, the Parent is in compliance with the Financial Covenants on a pro forma basis as of the last day of the most recently ended TTM Period; and (v) any other any purchase, redemption or retirement of all Subordinated Indebtedness in an aggregate amount not exceedingso purchased, when aggregated with all other purchasesredeemed, redemptions retired, acquired or retirements of Subordinated Indebtedness in reliance on defeased under this clause (vii), together with the aggregate amount of Investments made as permitted under Section 7.07(o), does not exceed the sum of $50,000,000200,000,000 plus the Net Available Proceeds of any Equity Issuance not otherwise applied as permitted under this Agreement. (b) The Borrower will not, nor will it permit any of its Subsidiaries to, reissue, sell, resell or otherwise transfer any of the Xxxxxxxx Notes or the senior subordinated notes issued under any of the Senior Subordinated Note Indentures which have been purchased, redeemed, retired, acquired or defeased by the Borrower and its Subsidiaries.

Subordinated Indebtedness. The Parent Company will not, nor -------------------------- and will it not permit any of its Subsidiaries Subsidiary to, purchasemake or agree to make, redeemdirectly or indirectly, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance payment or other analogous fund for the purchasedistribution (whether in cash, redemption, retirement securities or other acquisition of, property) of or make any voluntary payment or prepayment in respect of the principal of or interest onon the Senior Subordinated Notes or any other Subordinated Indebtedness, or any payment or other amount owing distribution (whether in respect ofcash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, cancellation or termination of the Senior Subordinated Notes or any other Subordinated Indebtedness, except for: (i) regularly scheduled and other mandatory payments or prepayments of interest and principal and interest in respect thereof required pursuant to the instruments evidencing such Subordinated Indebtedness (other than Seller any prepayments of the Senior Subordinated Notes Due 2009 with the proceeds of any offering or issuance of Equity Interests or Indebtedness), including for the avoidance of doubt mandatory applicable high yield discount obligations payments, if any; (ii) so long as no Default has occurred the prepayment of the Senior Subordinated Notes with the proceeds of other Subordinated Indebtedness permitted under Section 6.05(d) and is continuing, scheduled payments of principal of and interest on, and expenses and indemnities incurred in connection with, Seller Indebtedness; (iii) [reserved]; after an Initial Public Offering, the prepayment of Senior Subordinated Notes with up to US$25,000,000 (ivor US$45,000,000 if such Initial Public Offering is the Planned IPO) any purchaseof the Net Proceeds from such Initial Public Offering, redemption or retirement of Subordinated Indebtedness, so long as (i) no Default has occurred and is continuing and (ii) provided that (A) the Net Proceeds from such other purchaseInitial Public Offering are -------- applied first to prepay US Term Loans and, redemption or retirement unless such Initial Public offering is the Planned IPO, amounts owed in connection respect of Canadian Term Loans and outstanding B/As in accordance with a refinancing of such Subordinated Indebtedness with the proceeds of, or in connection with an exchange of such Subordinated Indebtedness for a new series of, Subordinated Indebtedness issued within 180 days of the substantial completion of such purchase, redemption or retirement or Section 2.11(c) and (B) after giving effect the Leverage Ratio does not exceed 2.5 to such purchase, redemption or retirement and any related incurrence of Indebtedness, the Parent is in compliance with the Financial Covenants 1.0 (calculated on a pro forma basis as to give effect to the application of such Net Proceeds in accordance with Section 2.11 and to any prepayment of Senior Subordinated Notes); provided -------- that, in any case, no payment shall be made in respect of the last day Senior Subordinated Notes or any other Subordinated Indebtedness that is prohibited by the subordination provisions applicable thereto. Notwithstanding the forgoing proviso, it is agreed that any prepayment of the most recently ended TTM Period; and (v) any other any purchase, redemption or retirement of Senior Subordinated Indebtedness in Notes with proceeds from an aggregate amount not exceeding, when aggregated with all other purchases, redemptions or retirements of Subordinated Indebtedness in reliance on this Initial Public Offering permitted by clause (v)iii) of the preceding sentence shall not be received in trust for, $50,000,000held for the benefit of, or paid over, delivered or transferred to, the Lenders.

Subordinated Indebtedness. The Parent Company 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 payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Subordinated Indebtedness, except for: (i) regularly scheduled payments or prepayments of principal and interest in respect thereof required pursuant to the instruments evidencing such Subordinated Indebtedness (other than Seller Indebtedness), including for the avoidance of doubt mandatory applicable high yield discount obligations payments, if any; (ii) so long as no Default has occurred and is continuing, scheduled payments of principal of (not to exceed $15,000,000 in the aggregate, excluding payments made in connection with that certain company named Datavault acquired by the Company in the United Kingdom) and interest on, and expenses and indemnities incurred in connection with, Seller Indebtedness; (iii) [reserved];any voluntary purchase, redemption or retirement of the 1999 Senior Subordinated Notes; and (iv) any other purchase, redemption or retirement of Subordinated Indebtedness, so long as (i) no Default has occurred and is continuing and (ii) either (A) such other purchase, redemption or retirement is in connection with a refinancing of such Subordinated Indebtedness with the proceeds of, or in connection with an exchange of such Subordinated Indebtedness for a new series 82 of, Senior Subordinated Indebtedness Debt issued within 180 90 days of the substantial completion of such purchase, redemption or retirement retirement, or (B) after giving effect to such purchase, redemption or retirement and any related incurrence of Indebtednessretirement, the Parent is in compliance with the Financial Covenants ratio of Senior Debt on a pro forma basis as of the last day of the most recently completed fiscal quarter of the Company to EBITDA for the four quarters then ended TTM Period; and (v) any other any on a PRO FORMA basis, after giving effect to such purchase, redemption or retirement and any Stock Repurchase consummated on or prior to the date hereof, and to any borrowings to finance the same, as at the last day of Subordinated Indebtedness in an aggregate amount not exceeding, when aggregated with all other purchases, redemptions the latest fiscal quarter is less than or retirements of Subordinated Indebtedness in reliance on this clause (v), $50,000,000equal to 2.0 to 1.

Subordinated Indebtedness. The Parent Company 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 payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Subordinated Indebtedness, except for: (i) regularly scheduled payments or prepayments of principal and interest in respect thereof required pursuant to the instruments evidencing such Subordinated Indebtedness (other than Seller Indebtedness), including for the avoidance of doubt mandatory applicable high yield discount obligations payments, if any; (ii) so long as no Default has occurred and is continuing, scheduled payments of principal of and interest on, and expenses and indemnities incurred in connection with, Seller Indebtedness; (iii) [reserved];any voluntary purchase, redemption or retirement of the 1999 Senior Subordinated Debt; and (iv) any other purchase, redemption or retirement of Subordinated Indebtedness, so long as (i) no Default has occurred and is continuing and (ii) either (A) such other purchase, redemption or retirement is in connection with a refinancing of such Subordinated Indebtedness with the proceeds of, or in connection with an exchange of such Subordinated Indebtedness for a new series of, Senior Subordinated Indebtedness Debt issued within 180 days of the substantial completion of such purchase, redemption or retirement retirement, or (B) after giving effect to such purchase, redemption or retirement and any related incurrence of Indebtednessretirement, the Parent is in compliance with the Financial Covenants Consolidated Leverage Ratio, on a pro forma basis as of the last day of the most recently ended TTM Period; and (v) any other any basis, after giving effect to such purchase, redemption or retirement of Subordinated Indebtedness in an aggregate amount not exceedingand any Stock Repurchase and any Dividend Payment consummated on or prior to the date thereof, when aggregated with all other purchasesand to any borrowings to finance the same, redemptions is less than or retirements of Subordinated Indebtedness in reliance on this clause (v), $50,000,000equal to 5.0 to 1.

Subordinated Indebtedness. The Parent will notUnless consented to by the Required Lenders: (a) prepay, nor will it permit any of its Subsidiaries toredeem, purchase, redeemrepurchase, retire defease or otherwise acquire for value, or set apart satisfy prior to the scheduled maturity thereof in any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition ofmanner, or make any voluntary payment or prepayment in violation of the principal of or interest on, or any other amount owing in respect subordination terms of, any Subordinated Indebtedness, except for:in each case including pursuant to any change of control, sale of assets, issuance of any equity or otherwise as may be set forth in the terms therefor or available to the Borrower at its option; or (b) amend, modify or change the terms of any Subordinated Indebtedness (or the Subordinated Indenture or any other material agreement or document entered into in connection therewith) if the effect of such amendment is to (i) regularly scheduled increase the interest rate on such Subordinated Indebtedness, (ii) change the dates upon which payments or prepayments of principal and or interest in respect thereof required pursuant to the instruments evidencing are due on such Subordinated Indebtedness (other than Seller Indebtedness)to extend such dates, including for the avoidance of doubt mandatory applicable high yield discount obligations payments, if any; (ii) so long as no Default has occurred and is continuing, scheduled payments of principal of and interest on, and expenses and indemnities incurred in connection with, Seller Indebtedness; (iii) [reserved]; change any default or event of default other than to delete or make less restrictive any default provision therein, or add any covenant with respect to such Subordinated Indebtedness, (iv) change the redemption or prepayment provisions of such Subordinated Indebtedness other than to extend the dates therefor or to reduce the premiums payable in connection therewith or (v) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights to the holder of such Subordinated Indebtedness in a manner adverse to the Borrower, any of its Subsidiaries, the Agents or any Lender; provided that in any fiscal year, the Borrower may at any time prepay, redeem, purchase, redemption repurchase, refinance, defease or retirement otherwise satisfy prior to the scheduled maturity thereof (each such event a “Bond Repurchase”) a principal amount of Subordinated IndebtednessIndebtedness not in excess of the Applicable Amount at such time, so long as both immediately before and after the making of any such Bond Repurchase, and pro forma for each such Bond Repurchase, (i) the excess of the Aggregate Revolving Credit Commitments over the aggregate Outstanding Amount of all Revolving Loans, Swing Line Loans, Foreign Currency Loans and L/C Obligations shall equal or exceed the Dollar Equivalent of $40,000,000, (ii) no Default has or Event of Default shall have occurred and is be continuing and (iiiii) all representations and warranties contained in Article V (ARepresentations and Warranties) such and in the other Loan Documents shall be true and correct in all material respects; and provided, further, that, (x) notwithstanding any of the foregoing provisions of this Section 7.19, the Borrower may prepay, redeem, purchase, redemption repurchase, defease or retirement is otherwise satisfy prior to the scheduled maturity thereof, any Subordinated Indebtedness (including, without limitation, the Subordinated Notes issued pursuant to the 2002 Indenture) in connection with a any refinancing of such Subordinated Indebtedness with the proceeds of, or in connection with an exchange of such Subordinated Indebtedness for a new series of, Subordinated Indebtedness issued within 180 days of the substantial completion of such purchase, redemption or retirement or thereof permitted under Section 7.03(b) (BIndebtedness) after giving effect to such purchase, redemption or retirement and any related incurrence of Indebtedness, the Parent is in compliance with the Financial Covenants on a pro forma basis as of the last day of the most recently ended TTM Period; and (vy) any other any purchase, redemption or retirement such transaction pursuant to this proviso shall not be considered a Bond Repurchase for purposes of Subordinated Indebtedness in an aggregate amount not exceeding, when aggregated with all other purchases, redemptions or retirements of Subordinated Indebtedness in reliance on this clause (v), $50,000,000calculating the Applicable Amount.

Subordinated Indebtedness. The Parent 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 payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Subordinated Indebtedness, except for: (iA) regularly scheduled payments or prepayments of principal and interest in respect thereof required pursuant to the instruments evidencing such Subordinated Indebtedness (other than Seller Indebtedness), including for the avoidance of doubt mandatory applicable high yield discount obligations payments, if any; (iiB) so long as no Default has occurred and is continuing, scheduled payments of principal of and interest on, and expenses and indemnities incurred in connection with, Seller Indebtedness; (iiiC) [reserved]; (ivD) any purchase, redemption or retirement of Subordinated Indebtedness, so long as (i) no Default has occurred and is continuing and (ii) (A) such other purchase, redemption or retirement is in connection with a refinancing of such Subordinated Indebtedness with the proceeds of, or in connection with an exchange of such Subordinated Indebtedness for a new series of, Subordinated Indebtedness issued within 180 days of the substantial completion of such purchase, redemption or retirement or (B) after giving effect to such purchase, redemption or retirement and any related incurrence of Indebtedness, the Parent is in compliance with the Financial Covenants on a pro forma basis as of the last day of the most recently ended TTM Period; and (vE) any other any purchase, redemption or retirement of Subordinated Indebtedness in an aggregate amount not exceeding, when aggregated with all other purchases, redemptions or retirements of Subordinated Indebtedness in reliance on this clause (v), $50,000,000.

Subordinated Indebtedness. The Parent Company 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 payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Subordinated Indebtedness, except for: (i) regularly scheduled payments or prepayments of principal and interest in respect thereof required pursuant to the instruments evidencing such Subordinated Indebtedness (other than Seller Indebtedness), including for the avoidance of doubt mandatory applicable high yield discount obligations payments, if any; (ii) so long as no Default has occurred and is continuing, scheduled payments of principal of (not to exceed $15,000,000 in the aggregate, excluding payments made in connection with that certain company named Datavault acquired by the Company in the United Kingdom) and interest on, and expenses and indemnities incurred in connection with, Seller Indebtedness; (iii) [reserved];any voluntary purchase, redemption or retirement of the 1999 Senior Subordinated Notes; and (iv) any other purchase, redemption or retirement of Subordinated Indebtedness, so long as (i) no Default has occurred and is continuing and (ii) either (A) such other purchase, redemption or retirement is in connection with a refinancing of such Subordinated Indebtedness with the proceeds of, or in connection with an exchange of such Subordinated Indebtedness for a new series of, Senior Subordinated Indebtedness Debt issued within 180 90 days of the substantial completion of such purchase, redemption or retirement retirement, or (B) after giving effect to such purchase, redemption or retirement and any related incurrence of Indebtednessretirement, the Parent is in compliance with the Financial Covenants ratio of Senior Debt on a pro forma basis as of the last day of the most recently completed fiscal quarter of the Company to EBITDA for the four quarters then ended TTM Period; and (v) any other any on a PRO FORMA basis, after giving effect to such purchase, redemption or retirement and any Stock Repurchase consummated on or prior to the date hereof, and to any borrowings to finance the same, as at the last day of Subordinated Indebtedness in an aggregate amount not exceeding, when aggregated with all other purchases, redemptions the latest fiscal quarter is less than or retirements of Subordinated Indebtedness in reliance on this clause (v), $50,000,000equal to 2.0 to 1.

Subordinated Indebtedness. The Parent Company 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 payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Subordinated Indebtedness, except for: (i) regularly scheduled payments or prepayments of principal and interest in respect thereof required pursuant to the instruments evidencing such Subordinated Indebtedness (other than Seller Indebtedness), including for the avoidance of doubt mandatory applicable high yield discount obligations payments, if any; (ii) so long as no Default has occurred and is continuing, scheduled payments of principal of (not to exceed $10,000,000 in the aggregate, excluding payments made in connection with that certain company named Datavault acquired by Xxxxxx Xxxxx in the United Kingdom) and interest on, and expenses and indemnities incurred in connection with, Seller Indebtedness;; and (iii) [reserved]; (iv) any other purchase, redemption or retirement of Subordinated Indebtedness, so long as (i) no Default has occurred and is continuing and (ii) (A) such other purchase, redemption or retirement is in connection with a refinancing of such Subordinated Indebtedness with the proceeds of, or in connection with an exchange of such Subordinated Indebtedness for a new series of, Subordinated Indebtedness issued within 180 days of the substantial completion of after giving effect to each such purchase, redemption or retirement or (B) retirement, the ratio of Senior Debt on the last day of the most recently completed fiscal quarter of the Company to EBITDA for the four quarters then ended on a PRO FORMA basis, after giving effect to such purchase, redemption or retirement and any related incurrence of IndebtednessStock Repurchase consummated on or prior to the date thereof, and to any borrowings to finance the Parent is in compliance with the Financial Covenants on a pro forma basis same, as of at the last day of the most recently ended TTM Period; and (v) any other any purchase, redemption latest fiscal quarter is less than or retirement of Subordinated Indebtedness in an aggregate amount not exceeding, when aggregated with all other purchases, redemptions or retirements of Subordinated Indebtedness in reliance on this clause (v), $50,000,000equal to 1.5 to 1.

Subordinated Indebtedness. The Parent Company 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 payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Subordinated Indebtedness, except for: (i) regularly scheduled payments or prepayments of principal and interest in respect thereof required pursuant to the instruments evidencing such Subordinated Indebtedness (other than Seller Indebtedness), including for the avoidance of doubt mandatory applicable high yield discount obligations payments, if any; (ii) so long as no Default has occurred and is continuing, scheduled payments of principal of (not to exceed $10,000,000 in the aggregate, excluding payments made in connection with that certain company named Datavault acquired by the Company in the United Kingdom) and interest on, and expenses and indemnities incurred in connection with, Seller Indebtedness;; and (iii) [reserved]; (iv) any other purchase, redemption or retirement of Subordinated Indebtedness, so long as (i) no Default has occurred and is continuing and (ii) (A) such other purchase, redemption or retirement is in connection with a refinancing of such Subordinated Indebtedness with the proceeds of, or in connection with an exchange of such Subordinated Indebtedness for a new series of, Subordinated Indebtedness issued within 180 days of the substantial completion of after giving effect to each such purchase, redemption or retirement or (B) retirement, the ratio of Senior Debt on the last day of the most recently completed fiscal quarter of the Company to EBITDA for the four quarters then ended on a PRO FORMA basis, after giving effect to such purchase, redemption or retirement and any related incurrence of IndebtednessStock Repurchase consummated on or prior to the date thereof, and to any borrowings to finance the Parent is in compliance with the Financial Covenants on a pro forma basis same, as of at the last day of the most recently ended TTM Period; and (v) any other any purchase, redemption latest fiscal quarter is less than or retirement of Subordinated Indebtedness in an aggregate amount not exceeding, when aggregated with all other purchases, redemptions or retirements of Subordinated Indebtedness in reliance on this clause (v), $50,000,000equal to 1.5 to 1.

Subordinated Indebtedness. The Parent will not, (a) Neither the Company nor will it permit any of its Subsidiaries to, will 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 Subordinated Indebtedness, except for: except: (i) for regularly scheduled payments or prepayments of principal and interest (including post-default interest) in respect thereof required pursuant to the instruments evidencing such Subordinated Indebtedness (other than Seller Indebtednessand permitted to be made at the time of payment thereof pursuant to the Subordination Agreement), including for the avoidance of doubt mandatory applicable high yield discount obligations payments, if any; ; (ii) so long as no Default has occurred the payment or reimbursement of expenses in connection with the negotiation, execution, delivery and is continuing, scheduled payments of principal of and interest onadministration and/or the supervision of, and expenses any permitted amendment or waiver of, the Subordinated Debt Documents, all in accordance with Section 14 of the Subordinated Note Purchase Agreement, but excluding expenses, fees or other amounts relating to the exercise of any rights or remedies or the taking of any enforcement action by the holders of any Subordinated Indebtedness under or in respect of any Subordinated Debt Document or any restructuring, refinancing or workout or similar transaction relating thereto; and indemnities incurred in connection with, Seller Indebtedness; (iii) [reserved]; (iv) any purchase, redemption that the Company may redeem or retirement of prepay the Subordinated Indebtedness, so long as in whole or in part, pursuant to Section 7.2 of the Subordinated Note Purchase Agreement from the proceeds of a Public Offering by the Company after the date hereof, PROVIDED that (i) at the time of such redemption or prepayment, and at the time any notice with respect thereto shall be required to be given pursuant to the Subordinated Debt Documents, no Default has shall have occurred and is be continuing and (ii) (A) any proceeds of such other purchase, offering that remain unapplied after such redemption or retirement is in connection with prepayment shall be applied pursuant to Section 2.09(c) hereof. For purposes of this Section 8.22(a), "PUBLIC OFFERING" shall mean a refinancing registered public offering under the Securities Act of such Subordinated Indebtedness with the proceeds of1933, or in connection with an exchange as amended, of such Subordinated Indebtedness for a new series of, Subordinated Indebtedness issued within 180 days capital stock of the substantial completion of such purchase, redemption or retirement or (B) after giving effect to such purchase, redemption or retirement and any related incurrence of Indebtedness, the Parent is in compliance with the Financial Covenants on a pro forma basis as of the last day of the most recently ended TTM Period; and (v) any other any purchase, redemption or retirement of Subordinated Indebtedness in an aggregate amount not exceeding, when aggregated with all other purchases, redemptions or retirements of Subordinated Indebtedness in reliance on this clause (v), $50,000,000Company.

Subordinated Indebtedness. The Parent will not“Restricted Debt Payment”) except (A) in the case of Permitted Convertible Indebtedness, nor will it permit (1) (i) any payments in connection with a Permitted Bond Hedge Transaction to the extent permitted by Section 6.06(j) and (ii) the settlement of its Subsidiaries toany related Permitted Warrant Transaction to the extent permitted by Section 6.06(j) or (b) payment of an early termination amount thereof in the Borrower’s Qualified Capital Stock in the form of common stock upon any early termination thereof, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for (2) the purchaseissuance of Qualified Capital Stock upon the repurchase, redemption, retirement conversion, exchange, exercise or other acquisition ofsettlement of any security (including, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Subordinated Indebtedness, except for: (i) regularly scheduled payments or prepayments of principal and interest in respect thereof required pursuant to the instruments evidencing such Subordinated Indebtedness (other than Seller Indebtedness), including for the avoidance of doubt mandatory applicable high yield discount obligations paymentsdoubt, if any; the conversion or exchange of any Permitted Convertible Indebtedness into such Qualified Capital Stock), (ii3) so long as no Default has occurred payments of interest under any Permitted Convertible Indebtedness but only to the extent, in each case, not restricted by the Intercreditor Agreement or subordination agreement with respect thereto, and is continuing(4) any payments in connection with repurchase, exchange or inducement of the conversion of Permitted Convertible Indebtedness (a “Refinanced Series of Convertible Debt”) by delivery of shares of Borrower’s Qualified Capital Stock in the form of common stock and/or a different series of Permitted Convertible Indebtedness (which such new series of Permitted Convertible Indebtedness replacing such Refinanced Series of Convertible Debt (such new series, a “Refinancing Convertible Notes”) (x) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the analogous date under the indenture governing the Refinanced Series of Convertible Debt that are so repurchased, exchanged or converted, (y) has terms, conditions and interest oncovenants that are no less favorable to Borrower than the Refinanced Series of Convertible Debt that are so repurchased, exchanged or converted (as determined by the Borrower in good faith and expenses and indemnities incurred in connection with, Seller Indebtedness; (iiiits reasonable discretion) [reserved]; (iv) any purchase, redemption or retirement of Subordinated Indebtedness, so long as (i) no Default has occurred and is continuing and (iiz) would otherwise qualify as and be permitted hereunder as the same type of Permitted Convertible Indebtedness as such Refinanced Series of Convertible Debt being so repurchased, exchanged or converted as if such Refinancing Convertible Notes was being issued on such date under Section 6.01(q) or (Ar)) such other purchase, redemption or retirement is and/or by payment of cash (in connection with a refinancing of such Subordinated Indebtedness with an amount that does not exceed the proceeds ofreceived by the Borrower from the substantially concurrent issuance of shares of Borrower’s common stock and/or Refinancing Convertible Notes plus the net cash proceeds, if any, received by the Borrower pursuant to the related exercise or in connection with an exchange of such Subordinated Indebtedness for a new series of, Subordinated Indebtedness issued within 180 days early unwind or termination of the substantial completion of such purchase, redemption or retirement or (B) after giving effect to such purchase, redemption or retirement and any related incurrence of Indebtedness, the Parent is in compliance with the Financial Covenants on a pro forma basis as of the last day of the most recently ended TTM Period; and (v) any other any purchase, redemption or retirement of Subordinated Indebtedness in an aggregate amount not exceeding, when aggregated with all other purchases, redemptions or retirements of Subordinated Indebtedness in reliance on this clause (v), $50,000,000.Permitted 161 US-DOCS\121951479.16133960081.2