Common use of Payments and Modifications of Subordinated Debt Clause in Contracts

Payments and Modifications of Subordinated Debt. Notwithstanding the provisions of Section 5.4 or any other provision of this Agreement, Borrower will not, and will not permit any Subsidiary to, directly or indirectly (a) except with the consent of Administrative Agent and the Required Lenders, and as otherwise expressly permitted under this Agreement, redeem or otherwise acquire, or declare, pay, make or set aside any amount in respect of the redemption or other acquisition of, all or any portion of the Convertible Senior Notes; (b) declare, pay, make or set aside any amount for payment in respect of Subordinated Debt or the Convertible Senior Notes, except for regularly scheduled payments of principal and interest (but no voluntary prepayments) in respect of such Debt made in full compliance with the Subordination Agreement or the Convertible Senior Debt Documents, as applicable, and, if any, any other subordination provisions applicable to such Debt; or (c) amend or otherwise modify the terms of any Subordinated Debt or the Convertible Senior Note Documents if the effect of such amendment or modification is to (i) increase the interest rate or fees on, or change the manner or timing of payment of, such Debt; (ii) change the dates upon which payments of principal or interest are due on, or the principal amount of, such Debt; (iii) change any event of default or add or make more restrictive any covenant with respect to such Debt; (iv) change the prepayment provisions of such Debt or any of the defined terms related thereto; (v) change the subordination provisions thereof (or the subordination terms of any guaranty thereof); or (vi) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Debt in a manner adverse to Borrower, any Subsidiaries, Administrative Agent or Lenders. Borrower shall, prior to entering into any such amendment or modification, deliver to Administrative Agent reasonably in advance of the execution thereof, any final or execution form copy thereof and, if approval of Required Lenders is required by the terms of this Agreement prior to the taking of any such action, Borrower agrees not to take, nor permit any of its Subsidiaries to take, any such action with respect to any such items without obtaining such approval from Required Lenders.

Payments and Modifications of Subordinated Debt. Notwithstanding the provisions of Section 5.4 No Borrower will, or any other provision of this Agreement, Borrower will not, and will not permit any Subsidiary to, directly or indirectly indirectly, (a) except with the consent of Administrative Agent and the Required Lenders, and as otherwise expressly permitted under this Agreement, redeem or otherwise acquire, or declare, pay, make or set aside any amount in respect of the redemption or other acquisition of, all or any portion of the Convertible Senior Notes; (b) declare, pay, make or set aside any amount for payment in respect of Subordinated Debt or unless permitted pursuant to the Convertible Senior Notes, except for regularly scheduled payments of principal and interest (but no voluntary prepayments) in respect of such Debt made in full compliance with the applicable Subordination Agreement or the Convertible Senior Debt Documents, as applicable, and, if any, any other subordination provisions applicable to such Debt; or (cb) amend or otherwise modify the terms of any Subordinated Debt or the Convertible Senior Note Documents if the effect of such amendment or modification is to (i) increase the interest rate or fees on, or change the manner or timing of payment of, such Subordinated Debt; (ii) change the dates upon which payments of principal or interest are due on, or the principal amount of, such Subordinated Debt; (iii) change any event of default or add or make more restrictive any covenant with respect to such Subordinated Debt; (iv) change the prepayment provisions of such Subordinated Debt or any of the defined terms related thereto; (v) change the subordination provisions thereof (or the subordination terms of any guaranty Guarantee thereof); or (vi) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Subordinated Debt in a manner adverse to any Borrower, any SubsidiariesSubsidiary, Administrative Agent or Lenders; or (viii) otherwise conflict with the terms of or be prohibited under the terms of any Subordination Agreement applicable thereto. Each Borrower shall, prior to entering into any such amendment or modification, deliver to Administrative Agent reasonably in advance of the execution thereof, any final or execution form copy thereof and, if approval of Required Lenders is required by the terms of this Agreement prior to the taking of any such action, such Borrower agrees not to take, nor permit any of its Subsidiaries to take, any such action with respect to any such items without obtaining such approval from Required Lenders.

Payments and Modifications of Subordinated Debt. Notwithstanding the provisions of Section 5.4 or any other provision of this Agreement, No Borrower will not, and will not permit any Subsidiary to, directly or indirectly (a) except with the consent of Administrative Agent and the Required Lenders, and as otherwise expressly permitted under this Agreement, redeem or otherwise acquire, or declare, pay, make or set aside any amount in respect of the redemption or other acquisition of, all or any portion of the Convertible Senior Notes; (b) declare, pay, make or set aside any amount for payment in respect of Subordinated Debt or the Convertible Senior NotesDebt, except for regularly scheduled payments of principal and interest (but no voluntary prepayments) in respect of such Debt made in full compliance with and expressly permitted under the Subordination Agreement or the Convertible Senior Debt DocumentsAgreement, as applicable, and, if any, any other subordination provisions applicable to such Debt; or (cb) amend or otherwise modify the terms of any Subordinated Debt Debt, except for amendments or modifications made in full compliance with the Subordination Agreement, (c) make any optional repurchase or optional redemption of the Convertible Senior Note Documents if Notes, (d) amend or otherwise modify the effect of such amendment or modification is to (i) increase the interest rate or fees on, or change the manner or timing of payment of, such Debt; (ii) change the dates upon which payments of principal or interest are due on, or the principal amount of, such Debt; (iii) change any event of default or add or make more restrictive any covenant with respect to such Debt; (iv) change the prepayment provisions of such Debt or any terms of the defined terms related thereto; (v) change the subordination provisions thereof (or the subordination terms of any guaranty thereof); or (vi) change or amend any other Convertible Notes term if such change or amendment would materially increase the obligations of the obligor Borrowers or confer additional material rights on the holder of such Debt in a manner adverse to BorrowerCredit Parties, any Subsidiaries, Administrative Agent or Lenders, except, in any case, for modifications or amendments constituting Permitted Refinancing Debt; provided that amendment of, or side letter in connection with, the 2018 Convertible Notes in a manner that aligns the settlement and conversion provisions with VP/#37286916.5 those contained in the 2022 Convertible Notes shall be permitted (any such amendment or side letter, a “2018 Specified Amendment”). Borrower Borrowers shall, prior to entering into any such amendment or modification, deliver to Administrative Agent reasonably in advance of the execution thereof, any final or execution form copy thereof and, if approval of Required Lenders is required by the terms of this Agreement prior thereof. Notwithstanding anything to the taking contrary set forth in this Section 5.5 or otherwise in this Agreement, the Borrowers may (A) refund, refinance, replace or exchange any Convertible Notes Debt with Permitted Refinancing Debt; (B) repay any Convertible Notes Debt by making payment in equity interests that are not Disqualified Equity Interests upon the conversion thereof (and making cash payments on account of fractional shares in connection with such conversion to the extent constituting a Permitted Distribution); (C) [reserved]; (D) pay, when due, interest, fees and reimbursable indemnities and expenses payable in respect of any such action, Borrower agrees Convertible Notes Debt; and (E) pay an amendment fee to the holders of the 2018 Convertible Notes in connection with a 2018 Specified Amendment in an amount not to take, nor permit any of its Subsidiaries to take, any such action with respect to any such items without obtaining such approval from Required Lendersexceed $275,000.

Payments and Modifications of Subordinated Debt. Notwithstanding the provisions of Section 5.4 or any other provision of this Agreement, Borrower will not, and will not permit any Subsidiary to, directly or indirectly (a) except with the consent of Administrative Agent and the Required Lenders, and as otherwise expressly permitted under this Agreement, redeem or otherwise acquire, or declare, pay, make or set aside any amount in respect of the redemption or other acquisition of, all or any portion of the Convertible Senior Notes; (b) declare, pay, make or set aside any amount for payment in respect of the XxXxxxxx Debt and Debt permitted under Section 5.1(g) (the “Subordinated Debt or the Convertible Senior NotesDebt”), except for regularly scheduled payments of principal and interest (but no voluntary prepaymentsprepayments except in accordance with Section 5.4(d)(i) and 5.4(e)) in respect of such Subordinated Debt made in full compliance with the Subordination Agreement or the Convertible Senior Debt Documents, as applicable, and, if any, any other and all subordination provisions applicable to such Subordinated Debt; or (cb) amend or otherwise modify the terms of any Subordinated Debt or the Convertible Senior Note Documents if the effect of such amendment or modification is to (i) increase the interest rate or fees on, or change the manner or timing of payment of, such Debt; (ii) change the dates upon which payments of principal or interest are due on, or the principal amount of, such Debt; (iii) change any event of default or add or make more restrictive any covenant with respect to such Debt; (iv) change the prepayment provisions of such Debt or any of the defined terms related thereto; (v) change the subordination provisions thereof (or the subordination terms of any guaranty thereof); or (vi) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Debt in a manner adverse to Borrower, any Subsidiaries, Administrative Agent or Lenders, as determined by the Administrative Agent and Lenders in their reasonable discretion. Borrower shall, prior to entering into any such amendment or modification, deliver to Administrative Agent reasonably in advance of the execution thereof, any final or execution form copy thereof and, if approval of Required Lenders is required by the terms of this Agreement prior to the taking of any such action, Borrower agrees not to take, nor permit any of its Subsidiaries to take, any such action with respect to any such items without obtaining such approval from Required Lenders.”

Payments and Modifications of Subordinated Debt. Notwithstanding the provisions of Section 5.4 or any other provision of this Agreement, No Borrower will not, and will not permit any Subsidiary to, directly or indirectly (a) except with the consent of Administrative Agent and the Required Lenders, and as otherwise expressly permitted under this Agreement, redeem or otherwise acquire, or declare, pay, make or set aside any amount in respect of the redemption or other acquisition of, all or any portion of the Convertible Senior Notes; (b) declare, pay, make or set aside any amount for payment in respect of Subordinated Debt or the Convertible Senior NotesDebt, except for regularly scheduled payments of principal and interest (but no voluntary prepayments) in respect of such Debt made in full compliance with and expressly permitted under the Subordination Agreement or the Convertible Senior Debt DocumentsAgreement, as applicable, and, if any, any other subordination provisions applicable to such Debt; or (cb) amend or otherwise modify the terms of any Subordinated Debt Debt, except for amendments or modifications made in full compliance with the Subordination Agreement, (c) make any optional repurchase or optional redemption of the Convertible Senior Note Documents if Notes, (d) amend or otherwise modify the effect of such amendment or modification is to (i) increase the interest rate or fees on, or change the manner or timing of payment of, such Debt; (ii) change the dates upon which payments of principal or interest are due on, or the principal amount of, such Debt; (iii) change any event of default or add or make more restrictive any covenant with respect to such Debt; (iv) change the prepayment provisions of such Debt or any terms of the defined terms related thereto; (v) change the subordination provisions thereof (or the subordination terms of any guaranty thereof); or (vi) change or amend any other Convertible Notes term if such change or amendment would materially increase the obligations of the obligor Borrowers or confer additional material rights on the holder of such Debt in a manner adverse to BorrowerCredit Parties, any Subsidiaries, Administrative Agent or Lenders, except, in any case, for modifications or amendments constituting Permitted Refinancing Debt; provided that amendment of, or side letter in connection with, the 2018 Convertible Notes in a manner that aligns the settlement and conversion provisions with those contained in the 2022 Convertible Notes shall be permitted (any such amendment or side letter, a “2018 Specified Amendment”). Borrower Borrowers shall, prior to entering into any such amendment or modification, deliver to Administrative Agent reasonably in advance of the execution thereof, any final or execution form copy thereof and, if approval of Required Lenders is required by the terms of this Agreement prior thereof. Notwithstanding anything to the taking contrary set forth in this Section 5.5 or otherwise in this Agreement, the Borrowers may (A) refund, refinance, replace or exchange any Convertible Notes Debt with Permitted Refinancing Debt; (B) repay any Convertible Notes Debt by making payment in equity interests that are not Disqualified Equity Interests upon the conversion thereof (and making cash payments on account of any fractional shares in connection with such actionconversion to the extent constituting a Permitted Distribution); (C) on the stated maturity thereof, Borrower agrees not to takeor, nor permit any of its Subsidiaries to take, any such action solely with respect to the 2018 Convertible Notes, such earlier date between the Closing Date and the stated maturity thereof upon notice thereof by Borrowers to Agent, repay, purchase or redeem the 2018 Convertible Notes and repay the 2022 Convertible Notes in cash using Qualified Cash described in the definition of “Liquidity Condition” and, in the case of the 2018 Convertible Notes, proceeds of the Term Loans; provided that the maximum amount of Qualified Cash and proceeds of Term Loans used to repay the 2018 Convertible Notes shall not exceed $45,000,000 (with any such items without obtaining such approval from Required Lendersexcess beyond the then-outstanding principal amount thereof being allocated to pay premiums to incentivize the holders thereof to forego any settlement in shares); (D) pay, when due, interest, fees and reimbursable indemnities and expenses payable in respect of any Convertible Notes Debt; and (E) pay an amendment fee to the holders of the 2018 Convertible Notes in connection with a 2018 Specified Amendment in an amount not to exceed $275,000.

Payments and Modifications of Subordinated Debt. Notwithstanding the provisions of Section 5.4 or any other provision of this Agreement, No Borrower will not, and will not permit any Subsidiary to, directly or indirectly (a) except with the consent of Administrative Agent and the Required Lenders, and as otherwise expressly permitted under this Agreement, redeem or otherwise acquire, or declare, pay, make or set aside any amount in respect of the redemption or other acquisition of, all or any portion of the Convertible Senior Notes; (b) declare, pay, make or set aside any amount for payment in respect of Subordinated Debt or the Convertible Senior NotesDebt, except for regularly scheduled payments of principal and interest (but no voluntary prepayments) in respect of such Debt made in full compliance with and expressly permitted under the Subordination Agreement or the Convertible Senior Debt DocumentsAgreement, as applicable, and, if any, any other subordination provisions applicable to such Debt; or (cb) amend or otherwise modify the terms of any Subordinated Debt Debt, except for amendments or modifications made in full compliance with the Subordination Agreement, (c) make any optional repurchase or optional redemption of the Convertible Senior Note Documents if Notes, (d) amend or otherwise modify the effect of such amendment or modification is to (i) increase the interest rate or fees on, or change the manner or timing of payment of, such Debt; (ii) change the dates upon which payments of principal or interest are due on, or the principal amount of, such Debt; (iii) change any event of default or add or make more restrictive any covenant with respect to such Debt; (iv) change the prepayment provisions of such Debt or any terms of the defined terms related thereto; (v) change the subordination provisions thereof (or the subordination terms of any guaranty thereof); or (vi) change or amend any other Convertible Notes term if such change or amendment would materially increase the obligations of the obligor Borrowers or confer additional material rights on the holder of such Debt in a manner adverse to BorrowerCredit Parties, any Subsidiaries, Administrative Agent or Lenders, except, in any case, for modifications or amendments constituting Permitted Refinancing Debt. Borrower Borrowers shall, prior to entering into any such amendment or modification, deliver to Administrative Agent reasonably in advance of the execution thereof, any final or execution form copy thereof and, if approval of Required Lenders is required by the terms of this Agreement prior thereof. Notwithstanding anything to the taking contrary set forth in this Section 5.5 or otherwise in this Agreement, the Borrowers may (A) refund, refinance, replace or exchange any Convertible Notes Debt with Permitted Refinancing Debt; (B) repay any Convertible Notes Debt by making payment in Equity Interests that are not Disqualified Equity Interests upon the conversion thereof (and making cash payments on account of fractional shares in connection with such conversion to the extent constituting a Permitted Distribution); (C) on the stated maturity thereof, repay the 2018 Convertible Notes in cash using Qualified Cash described in the definition of “Liquidity Condition”; and (D) pay, when due, interest, fees and reimbursable indemnities and expenses payable in respect of any such action, Borrower agrees not to take, nor permit any of its Subsidiaries to take, any such action with respect to any such items without obtaining such approval from Required LendersConvertible Notes Debt.

Payments and Modifications of Subordinated Debt. Notwithstanding the provisions of Section 5.4 No Obligor will, or any other provision of this Agreement, Borrower will not, and will not permit any Subsidiary to, directly or indirectly (a) except with the consent of Administrative Agent and the Required Lenders, and as otherwise expressly permitted under this Agreement, redeem or otherwise acquire, or declare, pay, make or set aside any amount in respect of the redemption or other acquisition of, all or any portion of the Convertible Senior Notes; (b) declare, pay, make or set aside any amount for payment in respect of any Subordinated Debt or the Convertible Senior NotesDebt, except for regularly scheduled payments of principal and interest (but no voluntary prepayments) in respect of such Debt made in full compliance with the Subordination Agreement or the Convertible Senior and expressly permitted under a subordination agreement in form and substance satisfactory to Purchaser (other than by a Subordinated Debt DocumentsPermitted Refinancing), as applicable, and, if any, any other subordination provisions applicable to such Debt; or (cb) amend or otherwise modify the terms of any Subordinated Debt, except for amendments or modifications made in full compliance with the Subordination Agreement, (c) declare, pay, make or set aside any amount for payment in respect of any Debt hereinafter incurred that, by its terms, or by separate agreement, is subordinated to the Convertible Senior Note Documents Obligations, except for payments made in full compliance with and expressly permitted under the subordination provisions applicable thereto, or (d) amend or otherwise modify the terms of any such Debt if the effect of such amendment or modification is to (i) increase the interest rate or fees on, or change the manner or timing of payment of, such Debt; , (ii) change accelerate or shorten the dates upon which payments of principal or interest are due on, or the principal amount of, such Debt; , (iii) change in a manner adverse to any Obligor or the Purchaser any event of default or add or make more restrictive any covenant with respect to such Debt; , (iv) change the prepayment provisions of such Debt or any of the defined terms related thereto; , (v) change the subordination provisions thereof (or the subordination terms of any guaranty thereof); , or (vi) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Debt in a manner adverse to Borrower, any Subsidiaries, Administrative Agent of the Obligors or Lendersthe Purchasers. Borrower The Obligors shall, prior to entering into any such amendment or modification, deliver to Administrative Agent the Purchaser reasonably in advance of the execution thereof, any final or execution form copy thereof andthereof. For the avoidance of doubt, if approval nothing contained in this Section is intended to restrict the Company from making payments of Required Lenders is required by the terms of this Agreement prior to the taking of any such action, Borrower agrees not to take, nor permit any of its Subsidiaries to take, any such action principal and interest with respect to any such items without obtaining such approval from Required LendersPermitted ABL Senior Debt in accordance with the terms of the Existing Senior Secured Debt Documents and the Midcap Intercreditor Agreement; it being understood that Permitted ABL Senior Debt is not Subordinated Debt.

Payments and Modifications of Subordinated Debt. Notwithstanding the provisions of Section 5.4 No Obligor will, or any other provision of this Agreement, Borrower will not, and will not permit any Subsidiary to, directly or indirectly (a) except with the consent of Administrative Agent unless all amounts due and the Required Lenderspayable to Purchaser are paid in full, and as otherwise expressly permitted under this Agreement, redeem or otherwise acquire, or declare, pay, make or set aside any amount for payment in respect of any Subordinated Debt, except for (i) payments made in full compliance with and expressly permitted under a subordination agreement in form and substance satisfactory to Purchaser (other than by a Subordinated Debt Permitted Refinancing) and (ii) with the redemption or other acquisition ofprior written consent of Purchaser, all or any portion of the Convertible Senior Notes; (b) amend or otherwise modify the terms of any Subordinated Debt, except for amendments or modifications made in full compliance with the Subordination Agreement, (c) declare, pay, make or set aside any amount for payment in respect of Subordinated any Debt hereinafter incurred that, by its terms, or by separate agreement, is subordinated to the Convertible Senior NotesObligations, except for regularly scheduled payments of principal and interest (but no voluntary prepayments) in respect of such Debt made in full compliance with and expressly permitted under the Subordination Agreement or the Convertible Senior Debt Documents, as applicable, and, if any, any other subordination provisions applicable to such Debt; thereto, or (cd) amend or otherwise modify the terms of any Subordinated such Debt or the Convertible Senior Note Documents if the effect of such amendment or modification is to (i) increase the interest rate or fees on, or change the manner or timing of payment of, such Debt; , (ii) change accelerate or shorten the dates upon which payments of principal or interest are due on, or the principal amount of, such Debt; , (iii) change in a manner adverse to any Obligor or the Purchaser any event of default or add or make more restrictive any covenant with respect to such Debt; , (iv) change the prepayment provisions of such Debt or any of the defined terms related thereto; , (v) change the subordination provisions thereof (or the subordination terms of any guaranty thereof); , or (vi) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Debt in a manner adverse to Borrower, any Subsidiaries, Administrative Agent of the Obligors or Lendersthe Purchasers. Borrower The Obligors shall, prior to entering into any such amendment or modification, deliver to Administrative Agent the Purchaser reasonably in advance of the execution thereof, any final or execution form copy thereof andthereof. For the avoidance of doubt, if approval nothing contained in this Section is intended to restrict the Company from making payments of Required Lenders is required by the terms of this Agreement prior to the taking of any such action, Borrower agrees not to take, nor permit any of its Subsidiaries to take, any such action principal and interest with respect to any such items without obtaining such approval from Required LendersPermitted ABL Senior Debt in accordance with the terms of the Existing Senior Secured Debt Documents and the Midcap Intercreditor Agreement; it being understood that Permitted ABL Senior Debt is not Subordinated Debt.

Payments and Modifications of Subordinated Debt. Notwithstanding the provisions of Section 5.4 or any other provision of this Agreement, No Borrower will not, and will not permit any Subsidiary to, directly or indirectly (a) except with the consent of Administrative Agent and the Required Lenders, and as otherwise expressly permitted under this Agreement, redeem or otherwise acquire, or declare, pay, make or set aside any amount in respect of the redemption or other acquisition of, all or any portion of the Convertible Senior Notes; (b) declare, pay, make or set aside any amount for payment in respect of Subordinated Debt or the Convertible Senior NotesDebt, except for regularly scheduled payments of principal and interest (but no voluntary prepayments) in respect of such Debt made in full compliance with and expressly permitted under the Subordination Agreement or the Convertible Senior Debt DocumentsAgreement, as applicable, and, if any, any other subordination provisions applicable to such Debt; or (cb) amend or otherwise modify the terms of any Subordinated Debt Debt, except for amendments or modifications made in full compliance with the Subordination Agreement, (c) make any optional repurchase or optional redemption of the Convertible Senior Note Documents if Notes, (d) amend or otherwise modify the effect of such amendment or modification is to (i) increase the interest rate or fees on, or change the manner or timing of payment of, such Debt; (ii) change the dates upon which payments of principal or interest are due on, or the principal amount of, such Debt; (iii) change any event of default or add or make more restrictive any covenant with respect to such Debt; (iv) change the prepayment provisions of such Debt or any terms of the defined terms related thereto; (v) change the subordination provisions thereof (or the subordination terms of any guaranty thereof); or (vi) change or amend any other Convertible Notes term if such change or amendment would materially increase the obligations of the obligor Borrowers or confer additional material rights on the holder of such Debt in a manner adverse to BorrowerCredit Parties, any Subsidiaries, Administrative Agent or Lenders, except, in any case, for modifications or amendments constituting Permitted Refinancing Debt; provided that amendment of, or side letter in connection with, the 2018 Convertible Notes in a manner that aligns the settlement and conversion provisions with those contained in the 2022 Convertible Notes shall be permitted (any such amendment or side letter, a “2018 Specified Amendment”). Borrower Borrowers shall, prior to entering into any such amendment or modification, deliver to Administrative Agent reasonably in advance of the execution thereof, any final or execution form copy thereof and, if approval of Required Lenders is required by the terms of this Agreement prior thereof. Notwithstanding anything to the taking contrary set forth in this Section 5.5 or otherwise in this Agreement, the Borrowers may (A) refund, refinance, replace or exchange any Convertible Notes Debt with Permitted Refinancing Debt; (B) repay any Convertible Notes Debt by making payment in equity interests that are not Disqualified Equity Interests upon the conversion thereof (and making cash payments on account of fractional shares in connection with such conversion to the extent constituting a Permitted Distribution); (C) [reserved]; (D) pay, when due, interest, fees and reimbursable indemnities and expenses payable in respect of any such action, Borrower agrees Convertible Notes Debt; and (E) pay an amendment fee to the holders of the 2018 Convertible Notes in connection with a 2018 Specified Amendment in an amount not to take, nor permit any of its Subsidiaries to take, any such action with respect to any such items without obtaining such approval from Required Lendersexceed $275,000.”

Payments and Modifications of Subordinated Debt. Notwithstanding the provisions of Section 5.4 or any other provision of this Agreement, No Borrower will not, and will not permit any Subsidiary to, directly or indirectly (a) except with the consent of Administrative Agent and the Required Lenders, and as otherwise expressly permitted under this Agreement, redeem or otherwise acquire, or declare, pay, make or set aside any amount in respect of the redemption or other acquisition of, all or any portion of the Convertible Senior Notes; (b) declare, pay, make or set aside any amount for payment in respect of Subordinated Debt or the Convertible Senior NotesDebt, except for regularly scheduled payments of principal and interest (but no voluntary prepayments) in respect of such Debt made in full compliance with and expressly permitted under the Subordination Agreement or the Convertible Senior Debt DocumentsAgreement, as applicable, and, if any, any other subordination provisions applicable to such Debt; or (cb) amend or otherwise modify the terms of any Subordinated Debt Debt, except for amendments or modifications made in full compliance with the Subordination Agreement, (c) make any optional repurchase or optional redemption of the Convertible Senior Note Documents if Notes, (d) amend or otherwise modify the effect of such amendment or modification is to (i) increase the interest rate or fees on, or change the manner or timing of payment of, such Debt; (ii) change the dates upon which payments of principal or interest are due on, or the principal amount of, such Debt; (iii) change any event of default or add or make more restrictive any covenant with respect to such Debt; (iv) change the prepayment provisions of such Debt or any terms of the defined terms related thereto; (v) change the subordination provisions thereof (or the subordination terms of any guaranty thereof); or (vi) change or amend any other Convertible Notes term if such change or amendment would materially increase the obligations of the obligor Borrowers or confer additional material rights on the holder of such Debt in a manner adverse to BorrowerCredit Parties, any Subsidiaries, Administrative Agent or Lenders, except, in any case, for modifications or amendments constituting Permitted Refinancing Debt; provided that amendment of, or side letter in connection with, the 2018 Convertible Notes in a manner that aligns the settlement and conversion provisions with those contained in the 2022 Convertible Notes shall be permitted (any such amendment or side letter, a “2018 Specified Amendment”). Borrower Borrowers shall, prior to entering into any such amendment or modification, deliver to Administrative Agent reasonably in advance of the execution thereof, any final or execution form copy thereof and, if approval of Required Lenders is required by the terms of this Agreement prior thereof. Notwithstanding anything to the taking contrary set forth in this Section 5.5 or otherwise in this Agreement, the Borrowers may (A) refund, refinance, replace or exchange any Convertible Notes Debt with Permitted Refinancing Debt; (B) repay any Convertible Notes Debt by making payment in Equity Interestsequity interests that are not Disqualified Equity Interests upon the conversion thereof (and making cash payments on account of any fractional shares in connection with such actionconversion to the extent constituting a Permitted Distribution); (C) on the stated maturity thereof, Borrower agrees not to takerepay the 2018or, nor permit any of its Subsidiaries to take, any such action solely with respect to the 2018 Convertible Notes, such earlier date between the Closing Date and the stated maturity thereof upon notice thereof by Borrowers to Agent, repay, purchase or redeem the 2018 Convertible Notes and repay the 2022 Convertible Notes in cash using Qualified Cash described in the definition of “Liquidity Condition”; and, in the case of the 2018 Convertible Notes, proceeds of the Term Loans; provided that the maximum amount of Qualified Cash and proceeds of Term Loans used to repay the 2018 Convertible Notes shall not exceed $45,000,000 (with any such items without obtaining such approval from Required Lendersexcess beyond the then-outstanding principal amount thereof being allocated to pay premiums to incentivize the holders thereof to forego any settlement in shares); (D) pay, when due, interest, fees and reimbursable indemnities and expenses payable in respect of any Convertible Notes Debt.; and (E) pay an amendment fee to the holders of the 2018 Convertible Notes in connection with a 2018 Specified Amendment in an amount not to exceed $275,000.