“Permitted Subordinated Debt” means unsecured Indebtedness (which may include, for the avoidance of doubt, Convertible Indebtedness) of the Borrower (and any Permitted Refinancing thereof) in an aggregate principal amount at any one time outstanding not to exceed $200,000,000; provided, that, # such Indebtedness (and any Permitted Refinancing thereof) is subordinated to the Secured Obligations on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent, # no Default exists at the time of, or will exist immediately after giving effect to, the incurrence of such Indebtedness (or such Permitted Refinancing, as the case may be), # no Subsidiary shall Guarantee any such Indebtedness if such Subsidiary is not a Guarantor, # such Indebtedness (and any Permitted Refinancing thereof) shall not mature, and no scheduled or mandatory principal payments, prepayments, cash settlements, repurchases, redemptions or sinking fund or like payments of such Indebtedness (except those that are customarily included with respect to Indebtedness of such nature), shall be required at any time on or prior to the date that is ninety-one (91) days after the Latest Maturity Date, # such Indebtedness (or any Permitted Refinancing thereof) shall not include terms and conditions (excluding pricing, premiums and optional prepayment or optional redemption provisions) that are, when taken as a whole, in the good faith judgment of the Borrower, materially more restrictive on the Borrower and its Subsidiaries than the terms and conditions of this Agreement (it being understood that the inclusion of a customary delisting prong of the fundamental change definition in any Permitted Convertible Indebtedness shall not be deemed to be materially more restrictive) unless the Loan Parties shall have entered into an amendment to this Agreement with the Administrative Agent (which, notwithstanding anything to the contrary set forth herein, shall not require the consent of any other Lender) to add such more restrictive terms to this Agreement and # the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower (in form and substance reasonably satisfactory to the Administrative Agent) certifying as to the satisfaction of the foregoing.

“Permitted Subordinated Indebtedness” means Indebtedness of the Borrower that is subordinated to the Obligations on terms and conditions satisfactory to the Administrative Agent and the Required Lenders; provided, that, # such Indebtedness shall be unsecured, # no Subsidiary shall Guarantee such Indebtedness, # such Indebtedness shall not mature, and no scheduled or mandatory principal payments, prepayments, cash settlements, repurchases, redemptions or sinking fund or like payments of any such shall be required at any time on or prior to the date that is one (1) year after the Maturity Date, # such Indebtedness shall not include any financial maintenance covenants, the terms thereof shall be customary for subordinated indebtedness, not more restrictive in any respect on the Loan Parties than the provisions of this Agreement and otherwise reasonably satisfactory to the Administrative Agent and the Required Lenders in all respects, # no Default or Event of Default shall have occurred and be continuing at the time of incurrence of such Indebtedness or could result therefrom, # the aggregate principal amount of all such Indebtedness shall not exceed $50,000,000 at any one time outstanding; # the Borrower shall have delivered to the Administrative Agent and the Lenders a certificate of a Responsible Officer of the Borrower certifying as to the foregoing and # the Loan Parties shall have delivered to the Administrative Agent certified copies of all documents and other agreements entered into in connection with such Indebtedness (collectively, the “Permitted Subordinated Indebtedness Documents”).

“Permitted Subordinated Debt” means any Indebtedness of any Credit Party which by its terms is expressly subordinated in right of payment to the prior payment of the obligations of the Credit Parties under the Credit Documents on terms and conditions and evidenced by documentation satisfactory to the Administrative Agent; provided, that, # such Indebtedness shall not mature, and no scheduled principal payments, prepayments (other than customary mandatory prepayments for change of control), repurchases, redemptions or sinking fund or like payments of any kind shall be required at any time before the 91st day following the Latest Maturity Date, # the financial covenants applicable to such Indebtedness shall be limited to incurrence-based tests (and shall not include any financial maintenance covenants), # the terms and conditions (taken as a whole) applicable to such Indebtedness shall not be more restrictive (as determined by the Administrative Agent) than the terms and conditions of this Credit Agreement and the other Credit Documents (taken as a whole) (except for covenants or other provisions applicable only to periods after the Latest Maturity Date); provided, that, the Borrowers shall have the right to unilaterally provide the Lenders with additional rights and benefits under this Credit Agreement and the other Credit Documents and the foregoing standard in this clause (d) shall be determined after giving effect to such additional rights and benefits, and # the Credit Parties shall have delivered to the Administrative Agent copies, certified to be true and correct by a Responsible Officer of a Credit Party, of all documents and other agreements entered into in connection with such Indebtedness.