Blackberry 2015 Annual Report Download - page 52

Table of Contents
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Certain Covenants
The Company is bound by certain covenants under the Indenture. Positive covenants include: (i) payment of the Trustee’s
remuneration; (ii) maintenance of corporate existence and books of account; and (iii) payment of principal, premium (if any)
and interest on the Debentures when due and payable. Reporting covenants include: (i) provision of an annual compliance
certificate regarding compliance with the terms of the Indenture and confirming that no Events of Default have occurred under
the Indenture; (ii) provision of notice of an Event of Default or any event which, with the passing of time or giving of notice,
would constitute an Event of Default; and (iii) provision of public disclosure documents to the Trustee or Holders in certain
circumstances. Subject to customary exceptions, negative covenants include: (i) no liens on assets of the Company or its
subsidiaries, except Permitted Liens (as defined in the Indenture, which include customary liens arising by operation of law,
liens securing Specified Senior Indebtedness, Purchase Money Security Interests (as defined below) securing permitted
Indebtedness, liens on real property incurred in connection with a sale and leaseback of permitted Indebtedness, and any other
lien not prohibited by the Company’s asset-backed lending facility (now terminated), subject to compliance with restrictions on
incurring Indebtedness); (ii) a limitation on amalgamations and mergers except in compliance with customary successor entity
provisions; and (iii) a limitation on dividends, dividend increases and speculative hedging transactions.
The Company and its subsidiaries are restricted, without consent of Holders of 66-2/3% of the outstanding Debentures, from
incurring any indebtedness or permitting any indebtedness to be outstanding, other than:
(a) the Debentures and the Guarantees;
(b) Specified Senior Indebtedness in an aggregate principal amount at any one time outstanding not to exceed
$550,000,000;
(c) Indebtedness in an aggregate principal amount at any one time outstanding not to exceed $450,000,000,
comprised of:
(i) Indebtedness secured by a Purchase Money Security Interest including Capital Leases (as defined
below);
(ii) Indebtedness incurred in connection with a sale and leaseback of real property;
(iii) Indebtedness incurred under a securitization or factoring of receivables;
(iv) Indebtedness of any subsidiary acquired by the Company or its subsidiaries that existed prior to such
acquisition and not incurred in contemplation of such acquisition;
(v) Indebtedness incurred to finance insurance premiums;
(vi) other Indebtedness (other than Specified Senior Indebtedness) provided that such Indebtedness shall
be unsecured; or
(vii) Indebtedness incurred to refinance any Indebtedness referred to in clauses (i) through (iv) above.
Events of Default
The Indenture provides for such events of default as are customary for indebtedness of this type (each, an “Event of Default”)
including: (i) a default in payment of any principal amount, purchase price or any Change of Control Repurchase Price when
due; (ii) a default in payment of interest on any Debentures when due and the continuance of such default for 10 days; (iii) a
default in maintaining the Company’s reporting issuer status or the listing of the common shares, or in providing an opinion in
respect of new Guarantors, and the continuance of such default for five business days; (iv) a default in the delivery of common
shares or cash due upon conversion of Debentures, and the continuance of such default for three business days; (v) a default by
the Company or any Guarantor in performing or observing any of the other covenants, agreements or material obligations of
the Company or the Guarantor under the Indenture, and the continuance of such default for 30 days after written notice to the
Company by the Trustee or by the Holders of not less than 25% in principal amount of outstanding Debentures requiring the
same to be remedied; (vi) the failure to make a Repayment Offer following the occurrence of a Change of Control; (vii) certain
events of bankruptcy or insolvency with respect to the Company or any Guarantor; (viii) any of the Guarantees being held in
any judicial proceeding to be unenforceable or invalid or ceasing for any reason to be in full force and effect or any Guarantor,
or any person acting on behalf of a Guarantor, denying or disaffirming its obligations under its Guarantee; (ix) (A) if the
Company or any Guarantor is in default (as principal or as guarantor or other surety) in the payment of any principal of or
premium or make-whole amount on any Indebtedness that is outstanding in an aggregate principal amount of more than
$50,000,000 (or its equivalent in the relevant currency of payment) beyond any period of grace provided with respect thereto,
or (B) if the Company or any Guarantor is in default in the performance of or compliance with any term of any evidence of any
Indebtedness in an aggregate outstanding principal amount of more than $50,000,000 (or its equivalent in the relevant currency
of payment) or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and in each case as
a consequence of such default or condition such Indebtedness has become or has been declared due and payable before its
stated maturity or before its regularly schedule dates of payment, or (C) as a consequence of the occurrence or continuation of
any event or condition (other than (a) the passage of time or (b) the right of the holder of Indebtedness to convert such
Indebtedness into equity interests or (c) any mandatory prepayment provisions in an agreement governing Indebtedness unless
such provisions also require the permanent prepayment of all Indebtedness then outstanding and, if applicable, the permanent