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 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 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“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

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]; (iv) any purchaseafter an Initial Public Offering, redemption or retirement the prepayment of Senior Subordinated IndebtednessNotes with up to US$25,000,000 of the Net Proceeds from such Initial Public Offering, so long as (i) no Default has occurred and is continuing and (ii) provided that (A) the Net -------- Proceeds from such other purchase, redemption or retirement is Initial Public Offering are applied first to prepay Loans and amounts owed in connection respect of 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 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 107 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 of the most recently ended TTM Period; and (v) Senior Subordinated Notes 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), $50,000,000that is prohibited by the subordination provisions applicable thereto.

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 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 (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 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 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, including Qualified 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 provided that, in the case of Subordinated Indebtedness, so long as (i) no Default has occurred and is continuing and clauses -------- (ii) and (iii) above, (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 ofSection 2.11(c), 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 the Net Proceeds from the issuance of Qualified Subordinated Indebtedness are applied to such purchaseprepay Senior Subordinated Notes, redemption or retirement US Term Loans and any related incurrence of Indebtedness, Revolving Borrowings in accordance with Section 2.11(c) and (C) the Parent is in compliance with the Financial Covenants Leverage Ratio does not exceed 3.5 to 1.0 (calculated on a pro forma basis 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 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 Senior Subordinated Notes with proceeds from an issuance of Qualified Subordinated Indebtedness permitted by clause (ii) of the preceding sentence or with proceeds from an Initial Public Offering permitted by clause (iii) of the preceding sentence shall not be received in trust for, held for the benefit of, or paid over, delivered or transferred to, the Lenders. SECTION 2. Increase in Revolving Commitments of Certain -------------------------------------------- Existing Lenders. In the event that the Amendment Effective Date (as defined in ---------------- Section 4 below) shall have occurred, effective as of the last day date on which US Term Loans are prepaid with Net Proceeds of the most recently ended TTM Period; and (v) any other any purchase, redemption or retirement issuance of Qualified Subordinated Indebtedness in an aggregate amount not exceedingpursuant to Section 2.11(c) of the Credit Agreement, when aggregated with all other purchases, redemptions or retirements each of Subordinated Indebtedness in reliance the US Term Lenders that executes a separate signature block appearing on this clause (v), $50,000,000.its signature page

Subordinated Indebtedness. The Parent will not(a) Except as provided in this Section 8.14, neither the Company, nor will it permit any of its Subsidiaries to, nor any Partnership shall 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: (i) for regularly scheduled payments or prepayments of principal and interest in respect thereof required pursuant to the instruments evidencing such Subordinated Indebtedness Indebtedness. (other than Seller Indebtednessb) The Company may offer to purchase and redeem Senior Subordinated Notes in the amount and under the circumstances described in Section 4.12(iii)(c) of the Senior Subordinated Indenture dated as of March 15, 1996 and Section 4.12(iv) of the Senior Subordinated Indenture dated as of July 21, 1997, provided that: (i) the Company shall have given each Bank Party written notice of its intent to so purchase and redeem (collectively "redeem") the Senior Subordinated Notes at least 25 days prior to the date (the "Net Proceeds Payment Date") that it will become obligated to so redeem such Senior Subordinated Notes pursuant to such Section 4.12(iii)(c) or Section 4.12(iv), including as appropriate, such notice to specify the Net Proceeds Payment Date and, based upon the proceeds available for such redemption, the avoidance maximum amount of doubt mandatory applicable high yield discount obligations paymentsSenior Subordinated Notes that may be so redeemed, if any; (ii) so long the Company shall have provided to each Bank Party such information as no Default has occurred and is continuingAgent shall have reasonably requested with regard to such redemption, scheduled payments of principal of and interest on, and expenses and indemnities incurred in connection with, Seller Indebtedness; (iii) [reserved]; no Default or Event of Default shall have occurred and be continuing at the time of any such redemption, and (iv) any purchaseif elected by Majority Lenders, redemption or retirement by written notice to the Company during the 25 day period after such notice is given, a new Borrowing Base shall have been determined by Supermajority Lenders in the manner specified by Section 2.08 hereof and the Facility Usage shall not exceed the Borrowing Base as so redetermined. (c) The Company may offer to purchase and redeem Senior Subordinated Notes in an amount of Subordinated Indebtednessup to $60,000,000 under the circumstances described in Paragraph 5 thereof, so long as provided that: (i) no Default has occurred and is continuing and the Company shall have given each Bank Party written notice of its intent to so purchase or redeem (collectively "redeem") such Senior Subordinated Notes at least 25 days prior to the date (the "Net Proceeds of a Public Offering Redemption Date") that it will become obligated to so redeem such Senior Subordinated Notes pursuant to Paragraph 5 thereof, such notice to specify the Net Proceeds of a Public Offering Redemption Date and, based upon the proceeds available for such redemption, the maximum amount of Senior Subordinated Notes that may be so redeemed, (ii) the Company shall have provided to each Bank Party such information as Agent shall have reasonably requested with regard to such redemption, (Aiii) no Default or Event of Default shall have occurred and be continuing at the time of any such other purchaseredemption, redemption or retirement and (iv) if elected by Majority Lenders, by written notice to the Company during the 25 day period after such notice is in connection with a refinancing of such Subordinated Indebtedness with the proceeds ofgiven, or in connection with an exchange of such Subordinated Indebtedness for a new series of, Subordinated Indebtedness issued within 180 days of Borrowing Base shall have been determined by Supermajority Lenders in the substantial completion of such purchase, redemption or retirement or (B) after giving effect to such purchase, redemption or retirement manner specified by Section 2.08 hereof and any related incurrence of Indebtedness, the Parent is in compliance with Facility Usage shall not exceed the Financial Covenants on a pro forma basis Borrowing Base 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), $50,000,000so redetermined.

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 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 Borrower will not, nor and will it not permit any Subsidiary to, make any amendment or modification to the indenture, note or other agreement evidencing or governing any Subordinated Indebtedness which is materially adverse to the interests of its Subsidiaries tothe Lenders, or directly or indirectly voluntarily prepay, defease or in substance defease, 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, except for: . The Borrower shall give the Agent five (i5) regularly scheduled payments Business Days’ prior written notice of the terms of any amendment or prepayments of principal and interest in respect thereof required pursuant modification to the instruments indenture, note or other agreement evidencing such or governing any Subordinated Indebtedness (other than Seller Indebtedness). Notwithstanding the foregoing, including for the avoidance of doubt mandatory applicable high yield discount obligations payments, if any; (ii) so long as no Default has or Unmatured Default shall have occurred and is continuingbe continuing or would result therefrom, 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 purchasethe Borrower may repurchase, redemption prepay, defease or retirement is in connection with a refinancing of such substance defease, redeem, retire or otherwise acquire Subordinated Indebtedness with the proceeds ofof a Permitted Refinancing or with the proceeds of any Indebtedness permitted to be incurred pursuant to Section 6.11(xvi) and (ii) the Borrower may repurchase, prepay, defease or in connection with an exchange of substance defease, redeem, retire or otherwise acquire any Subordinated Indebtedness, provided that the aggregate purchase price for 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 (Bincluding principal and premium) after giving effect to such purchase, redemption or retirement and any related incurrence of Indebtedness, the Parent is in compliance with the Financial Covenants so repurchased on a pro forma cumulative 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 shall not exceeding, when aggregated with all other purchases, redemptions or retirements of Subordinated Indebtedness in reliance on this clause (v), exceed $50,000,000300,000,000.