Common use of Technology Make-Whole Amount Payable to Noteholders Clause in Contracts

Technology Make-Whole Amount Payable to Noteholders. Without limiting the requirement to obtain the consent of the Administrative Agent to the Technology Disposition as provided in Section 7.02(f), if the Technology Disposition is consummated on or prior to February 28, 2018 or such later date as the Administrative Agent and the Required Holders (as defined in each of the Note Purchase Agreements as in effect on the Amendment No. 6 Closing 117 Date) agree in the exercise of their respective discretion and provided no Event of Default (under and as defined in any of the Transaction Facilities, as in effect on the Amendment No. 6 Closing Date) has occurred and is continuing on the date the Technology Disposition, has been consummated, or will result therefrom, then the Company and its Subsidiaries may pay the Noteholders the Technology Make-Whole Amount; provided that (x) any obligation for the Company and its Subsidiaries to pay the Technology Make-Whole Amount is subordinated to the payment in full in cash of the maximum amount of obligations which may from time to time be payable or arise under the Transaction Facilities (as in effect on the Amendment No. 6 Closing Date) other than the Technology Make-Whole Amount and (y) (1) the parties to the Intercreditor Agreement have amended the Intercreditor Agreement in advance of the consummation of the Technology Disposition, to reflect the subordination of the Technology Make-Whole Amount, or (2) the Net Cash Proceeds of the Technology Disposition are distributed in accordance with the subordination terms of Section 9.13(b) of each Note Purchase Agreement (as in effect on the Amendment No. 6 Closing Date); provided further, that this clause (b) shall not restrict any other make whole amount due to the holders of the NPA Notes under the Note Purchase Agreements, as in effect on the Amendment No. 6 Closing Date.

Technology Make-Whole Amount Payable to Noteholders. Without limiting the requirement to obtain the consent of the Administrative Agent to the Technology Disposition as provided in Section 7.02(f), if the Technology Disposition is consummated on or prior to February 28, 2018 or such later date as the Administrative Agent and the Required Holders (as defined in each of the Note Purchase Agreements as in effect on the Amendment No. 6 Closing 117 Date) agree in the exercise of their respective discretion and provided no Event of Default (under and as defined in any of the Transaction Facilities, as in effect on the Amendment No. 6 Closing Date) has occurred and is continuing on the date the Technology Disposition, has been consummated, or will result therefrom, then the Company and its Subsidiaries may pay the Noteholders the Technology Make-Whole Amount; provided that (x) any obligation for the Company and its Subsidiaries to pay the Technology Make-Whole Amount is subordinated to the payment in full in cash of the maximum amount of obligations which may from time to time be payable or arise under the Transaction Facilities (as in effect on the Amendment No. 6 Closing Date) other than the Technology Make-Whole Amount and (y) (1) the parties to the Intercreditor Agreement have amended the Intercreditor Agreement in advance of the consummation of the Technology Disposition, to reflect the subordination of the Technology Make-Whole Amount, or (2) the Net Cash Proceeds of the Technology Disposition Disposition, are distributed in accordance with the subordination terms of Section 9.13(b) of each Note Purchase Agreement (as in effect on the Amendment No. 6 Closing Date); provided further, that this clause (b) shall not restrict any other make whole amount due to the holders of the NPA Notes under the Note Purchase Agreements, as in effect on the Amendment No. 6 Closing Date.

Technology Make-Whole Amount Payable to Noteholders. Without limiting the requirement to obtain the consent of the Administrative Agent to the Technology Disposition as provided in Section 7.02(f), if the Technology Disposition is consummated on or prior to February 28, 2018 or such later date as the Administrative Agent and the Required Holders (as defined in each of the Note Purchase Agreements as in effect on the Amendment No. 6 9 Closing 117 Date) agree in the exercise of their respective discretion and provided no Event of Default (under and as defined in any of the Transaction Facilities, as in effect on the Amendment No. 6 9 Closing Date) has occurred and is continuing on the date the Technology Disposition, has been consummated, or will result therefrom, then the Company and its Subsidiaries may pay the Noteholders the Technology Make-Whole Amount; provided that (x) any obligation for the Company and its Subsidiaries to pay the Technology Make-Whole Amount is subordinated to the payment in full in cash of the maximum amount of obligations which may from time to time be payable or arise under the Transaction Facilities (as in effect on the Amendment No. 6 9 Closing Date) other than the Technology Make-Whole Amount and (y) (1) the parties to the Intercreditor Agreement have amended the Intercreditor Agreement in advance of the consummation of the Technology Disposition, Disposition to reflect the subordination of the Technology Make-Whole Amount, or (2) the Net Cash Proceeds of the Technology Disposition are distributed in accordance with the subordination terms of Section 9.13(b) of each Note Purchase Agreement (as in effect on the Amendment No. 6 9 Closing Date); provided further, that this clause (b) shall not restrict any other make whole amount due to the holders of the NPA Notes under the Note Purchase Agreements, as in effect on the Amendment No. 6 9 Closing Date.

Technology Make-Whole Amount Payable to Noteholders. Without limiting the requirement to obtain the consent of the Administrative Agent to the Technology Disposition as provided in Section 7.02(f), if the Technology Disposition is consummated on or prior to February 28, 2018 or such later date as the Administrative Agent and the Required Holders (as defined in each of the Note Purchase Agreements as in effect on the Amendment No. 6 8 Closing 117 Date) agree in the exercise of their respective discretion and provided no Event of Default (under and as defined in any of the Transaction Facilities, as in effect on the Amendment No. 6 8 Closing Date) has occurred and is continuing on the date the Technology Disposition, Disposition has been consummated, or will result therefrom, then the Company and its Subsidiaries may pay the Noteholders the Technology Make-Whole Amount; provided that (x) any obligation for the Company and its Subsidiaries to pay the Technology Make-Whole Amount is subordinated to the payment in full in cash of the maximum amount of obligations which may from time to time be payable or arise under the Transaction Facilities (as in effect on the Amendment No. 6 8 Closing Date) other than the Technology Make-Whole Amount and (y) (1) the parties to the Intercreditor Agreement have amended the Intercreditor Agreement in advance of the consummation of the Technology Disposition, Disposition to reflect the subordination of the Technology Make-Whole Amount, Amount or (2) the Net Cash Proceeds of the Technology Disposition are distributed in accordance with the subordination terms of Section 9.13(b) of each Note Purchase Agreement (as in effect on the Amendment No. 6 8 Closing Date); provided further, that this clause (b) shall not restrict any other make whole amount due to the holders of the NPA Notes under the Note Purchase Agreements, as in effect on the Amendment No. 6 8 Closing Date.

Technology Make-Whole Amount Payable to Noteholders. Without limiting the requirement to obtain the consent of the Administrative Agent to the Technology Disposition as provided in Section 7.02(f), if the Technology Disposition is consummated on or prior to February 28, 2018 or such later date as the Administrative Agent and the Required Holders (as defined in each of the Note Purchase Agreements as in effect on the Amendment No. 6 5 Closing 117 Date) agree in the exercise of their respective discretion and provided no Event of Default (under and as defined in any of the Transaction Facilities, as in effect on the Amendment No. 6 5 Closing Date) has occurred and is continuing on the date the Technology Disposition, Disposition has been 115 consummated, or will result therefrom, then the Company and its Subsidiaries may pay the Noteholders the Technology Make-Whole Amount; provided that (x) any obligation for the Company and its Subsidiaries to pay the Technology Make-Whole Amount is subordinated to the payment in full in cash of the maximum amount of obligations which may from time to time be payable or arise under the Transaction Facilities (as in effect on the Amendment No. 6 5 Closing Date) other than the Technology Make-Whole Amount and (y) (1) the parties to the Intercreditor Agreement have amended the Intercreditor Agreement in advance of the consummation of the Technology Disposition, Disposition to reflect the subordination of the Technology Make-Whole Amount, Amount or (2) the Net Cash Proceeds of the Technology Disposition are distributed in accordance with the subordination terms of Section 9.13(b) of each Note Purchase Agreement (as in effect on the Amendment No. 6 8 Closing Date); provided further, that this clause (b) shall not restrict any other make whole amount due to the holders of the NPA Notes under the Note Purchase Agreements, as in effect on the Amendment No. 6 5 Closing Date.

Technology Make-Whole Amount Payable to Noteholders. Without limiting the requirement to obtain the consent of the Administrative Agent to the Technology Disposition as provided in Section 7.02(f), if the Technology Disposition is consummated on or prior to February 28, 2018 or such later date as the Administrative Agent and the Required Holders (as defined in each of the Note Purchase Agreements as in effect on the Amendment No. 6 5 Closing 117 Date) agree in the exercise of their respective discretion and provided no Event of Default (under and as defined in any of the Transaction Facilities, as in effect on the Amendment No. 6 5 Closing Date) has occurred and is continuing on the date the Technology Disposition, Disposition has been consummated, or will result therefrom, then the Company and its Subsidiaries may pay the Noteholders the Technology Make-Whole Amount; provided that (x) any obligation for the Company and its Subsidiaries to pay the Technology Make-Whole Amount is subordinated to the payment in full in cash of the maximum amount of obligations which may from time to time be payable or arise under the Transaction Facilities (as in effect on the Amendment No. 6 5 Closing Date) other than the Technology Make-Whole Amount and (y) (1) the parties to the Intercreditor Agreement have amended the Intercreditor Agreement in advance of the consummation of the Technology Disposition, Disposition to reflect the subordination of the Technology Make-Whole Amount, Amount or (2) the Net Cash Proceeds of the Technology Disposition are distributed in accordance with the subordination terms of Section 9.13(b) of each Note Purchase Agreement (as in effect on the Amendment No. 6 8 Closing Date); provided further, that this clause (b) shall not restrict any other make whole amount due to the holders of the NPA Notes under the Note Purchase Agreements, as in effect on the Amendment No. 6 5 Closing Date.