Blackberry 2016 Annual Report Download - page 47

Table of Contents
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(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 scheduled 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
cancellation of all other amounts available to be borrowed under such agreement), the Company or any Guarantor has become
obligated to purchase or repay Indebtedness (including any Specified Senior Indebtedness but excluding the Debentures) before
its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of more
than $50,000,000 (or its equivalent in the relevant currency of payment); and (x) if the Company or any of its subsidiaries fails
to pay final judgments aggregating in excess of an amount greater than $50,000,000 in cash (net of any amounts for which an
insurance company is liable) rendered against the Company or any of its subsidiaries by a court of competent jurisdiction,
which judgments are not paid, discharged or stayed for a period of 30 days after such judgments become final and non-
appealable.
If an Event of Default has occurred and is continuing (other than an Event of Default due to an event of bankruptcy or
insolvency), the Trustee may, in its discretion, and shall, at the written request of Holders of not less than 25% of the aggregate
principal amount of the Debentures then outstanding, declare the principal of (and premium, if any), together with accrued
interest on all outstanding Debentures to be immediately due and payable. If an Event of Default due to an event of bankruptcy
or insolvency occurs, the principal of (and premium, if any), together with accrued interest on all outstanding Debentures will
immediately become due and payable without any action on the part of the Trustee or any Holders of Debentures. The Holders
of more than 66-2/3% of the principal amount of outstanding Debentures may, on behalf of the Holders of all outstanding
Debentures, waive an Event of Default in the manner set forth below under “Modification or Waiver”.
Modification or Waiver
The rights of the Holders may be modified or waived in accordance with the terms of the Indenture. For that purpose, among
others, the Indenture contains certain provisions which will make binding on all Holders resolutions passed at meetings of the
Holders (which may be called by the Company or the Trustee upon not less than 21 days’ notice) by votes cast thereat by
Holders of not less than 66-2/3% including waivers for certain events of default, or in the case of Extraordinary Resolutions (as