Common use of Modifications to Subordinated Debt Documents Clause in Contracts

Modifications to Subordinated Debt Documents. (a) Until the Senior Debt has been paid in full in cash (or other consideration acceptable to Agent in its sole discretion), and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, no Subordinated Creditor shall, without the prior written consent of Agent, agree to any amendment, modification or supplement to the Subordinated Debt Documents that would (i) impose or make more burdensome any event of default or covenant under the Subordinated Debt Documents, (ii) increase the principal amount of the Subordinated Debt, (iii) increase the rate of interest on the Subordinated Debt by more than 300 basis points except in connection with the imposition of a default rate of interest of up to 2.0% or (iv) directly prohibit or restrict the payment of any amounts payable with respect to the Senior Debt. (b) No Subordinated Creditor shall accept or enter into any agreement or instrument subsequent to the date hereof pursuant to which any Company provides collateral security for the Subordinated Debt other than a mortgage or deed of trust subordinate to any then existing mortgage or deed of trust in favor of the Agent on any real property and improvements of a Company, unless such agreement or instrument has been approved by the Agent in writing, such approval not to be unreasonably withheld. Any such agreement or instrument that is substantially similar to the security documents providing collateral security for the Senior Debt shall be approved by the Agent so long as such security document indicates that it is subject to this Agreement in a manner and to an extent reasonably satisfactory to the Agent. In no event shall any Subordinated Creditor accept or enter into any agreement or instrument pursuant to which any Company provides a security interest in or mortgage on any property of such Company in which the Agent does not have a first priority perfected security interest. Prior to any Company or any Subordinated Creditor entering into any agreement or instrument that would create a lien, security interest or mortgage in any Collateral in favor of a collateral agent securing any Subordinated Debt, the Companies and the Subordinated Creditor shall cause such collateral agent to become a party to this Agreement and agree for this Agreement to be amended to accommodate a collateral agent, in each case, pursuant to agreements in form and substance reasonably satisfactory to the Agent. (c) In no event shall any Subordinated Creditor enter into any agreement with any Company that places any restriction on the modification of the Senior Debt Documents or creates any default or event of default or right to accelerate, put or cause any Subordinated Creditor to purchase, any Subordinated Debt, that is more extensive or more restrictive than the provisions of Section 3.1.

Modifications to Subordinated Debt Documents. (a) Until the Senior Debt has Loans have been paid Paid in full in cash (or other consideration acceptable to Agent in its sole discretion)Full, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, no Subordinated Creditor shallLender shall not, without the prior written consent of Agent, agree to any amendment, modification or supplement to the terms of the Subordinated Debt or the Subordinated Debt Documents that would if such amendment, modification or supplement would: (i) impose or make more burdensome any event of default or covenant under the Subordinated Debt Documents, (ii) increase the principal amount or interest rate of the Subordinated Debt (including, without limitation, any such amendment or modification which increases the default rate of interest of the Subordinated Indebtedness or increases the portion of interest that is required to be paid in cash) other than as set forth in the Subordinated Note Documents in effect on the date hereof (for the avoidance of doubt, it being understood that any increase in interest resulting from the accrual of interest at the default rate of interest as calculated in the Subordinated Note Documents as of the date hereof does not require consent of Agent), (ii) add any fees not permitted by the terms of the Subordinated Debt Documents as in effect on the date hereof, (iii) add any additional collateral, guarantees, sureties or security of any kind (unless (A) the Senior Lenders have a Lien in such additional collateral or security and the Lien of the Subordinated Lenders with respect thereto are subject to the provisions of this Agreement or (B) the Senior Lenders have obtained such guarantees or sureties with respect to the Senior Loans and the rights and remedies of the Subordinated Lenders with respect thereto are subject to the provisions of this Agreement), (iv) change the principal or interest payment terms thereunder (other than any extension of maturity or postponement of payment or accrual of deferred interest on the Subordinated Note), (v) change, add or impose on any Credit Party any representations, warranties, covenants, defaults, events of default, or other provisions that are more restrictive or burdensome to such Credit Party than the terms and provisions of the Subordinated Debt Documents as in effect on the date of this Agreement, except that the Subordinated Debt Documents shall be permitted to be so amended, restated, amended and restated, supplemented or otherwise modified to the extent that the corresponding provisions of the Senior Debt Documents shall have been so amended, restated, amended and restated, supplemented or otherwise modified; provided that any corresponding baskets or financial levels or ratios shall be set at levels that provide a cushion to the Borrowers consistent with the cushions applicable to baskets and financial levels and ratios as between the Senior Credit Agreement and the Subordinated Credit Agreement as of the date hereof (if any), (vi) changes any redemption or prepayment provisions so as to require any new payments or accelerate or increase any existing payments or shorten the maturity of the Subordinated Debt. For the sake of clarity, (iii) increase the rate of interest on foregoing restrictions shall not prohibit the Subordinated Lender from either charging non cash PIK interest, requesting or receiving any Conversion Shares, or permitting the same to accrue, in each case, with respect to the Subordinated Debt by more than 300 basis points except in connection accordance with the imposition of Subordinated Note Documents or instituting a default rate of interest in accordance with the terms of up to 2.0% the Subordinated Note Documents, or (ivvii) directly prohibit or restrict the payment of any amounts payable with respect to the Senior Debt. (b) No Subordinated Creditor shall accept or enter into any agreement or instrument subsequent to the date hereof pursuant to which any Company provides collateral security for the Subordinated Debt other than a mortgage or deed of trust subordinate to any then existing mortgage or deed of trust in favor of the Agent on any real property and improvements of a Company, unless such agreement or instrument has been approved by the Agent in writing, such approval not to be unreasonably withheld. Any such agreement or instrument that is substantially similar to the security documents providing collateral security for the Senior Debt shall be approved by the Agent so long as such security document indicates that it is subject to this Agreement in a manner and to an extent reasonably satisfactory to the Agent. In no event shall any Subordinated Creditor accept or enter into any agreement or instrument pursuant to which any Company provides a security interest in or mortgage on any property of such Company in which the Agent does not have a first priority perfected security interest. Prior to any Company or any Subordinated Creditor entering into any agreement or instrument that would create a lien, security interest or mortgage in any Collateral in favor of a collateral agent securing any Subordinated Debt, the Companies and the Subordinated Creditor shall cause such collateral agent to become a party to this Agreement and agree for this Agreement to be amended to accommodate a collateral agent, in each case, pursuant to agreements in form and substance reasonably satisfactory to the Agent. (c) In no event shall any Subordinated Creditor enter into any agreement with any Company that places any restriction on the modification of the Senior Debt Documents or creates any default or event of default or right to accelerate, put or cause any Subordinated Creditor to purchase, any Subordinated Debt, that is more extensive or more restrictive than contravene the provisions of Section 3.1this Agreement. Nothing herein, including the provisions of this Agreement pertaining to subordination of liens on the Collateral, shall be construed to imply Agent’s or Senior Lenders’ consent to any Subordinated Debt Document which grants a lien upon any of the Collateral (other than the Subordinated Lender Lien).

Modifications to Subordinated Debt Documents. (a) Until the Senior Debt has been paid in full in cash (or other consideration acceptable to Agent in its sole discretion), and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, no Subordinated Creditor shall, without the prior written consent of Agent, agree to any amendment, modification or supplement to the Subordinated Debt Documents that would (i) impose or make more burdensome any event of default or covenant under the Subordinated Debt Documents, (ii) increase the principal amount of the Subordinated Debt, (iii) increase the rate of interest on the Subordinated Debt by more than 300 basis points except in connection with the imposition of a default rate of interest of up to 2.0% or (iv) directly prohibit or restrict the payment of any amounts payable with respect to the Senior Debt. (b) No Subordinated Creditor shall accept or enter into any agreement or instrument subsequent to the date hereof pursuant to which any the Company provides collateral security for the Subordinated Debt or pursuant to which Borrower or any other than “Loan Party” (as defined in the Senior Credit Agreement; herein, a mortgage or deed of trust subordinate to “Loan Party”) provides a security interest in any then existing mortgage or deed of trust in favor of the Agent on any real property and improvements of a Company, Collateral unless such agreement or instrument has been approved by the Agent in writing, such approval not to be unreasonably withheld. Any such agreement or instrument that is substantially similar to the security documents providing collateral security for the Senior Debt shall be approved by the Agent so long as such security document indicates that it is subject to this Agreement in a manner and to an extent reasonably satisfactory to the Agent. In no event shall any Subordinated Creditor accept or enter into any agreement or instrument pursuant to which the Company or any Company Loan Party provides a security interest in or mortgage on any property of such Company the Company, in each case, in which the Agent does not have a first priority perfected security interest. Prior to the Company, any Company Loan Party or any Subordinated Creditor entering into any agreement or instrument that would create a lien, security interest or mortgage in any Collateral in favor of a collateral agent securing any Subordinated Debt, the Companies Company, the Loan Party affected and the Subordinated Creditor Creditors shall cause such collateral agent to become a party to this Agreement and agree for this Agreement to be amended to accommodate a collateral agent, in each case, pursuant to agreements in form and substance reasonably satisfactory to the Agent. (c) In no event shall any Subordinated Creditor enter into any agreement with the Company or any Company Loan Party that places any restriction on the modification of the Senior Debt Documents or creates any default or event of default or right to accelerate, put or cause any Subordinated Creditor to purchase, any Subordinated Debt, that is more extensive or more restrictive than the provisions of Section 3.1.

Modifications to Subordinated Debt Documents. (a) Until the Senior Debt has been paid in full in cash (or other consideration acceptable to Agent in its sole discretion), and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, no Subordinated Creditor shall, without the prior written consent of Agent, agree to any amendment, modification or supplement to the Subordinated Debt Documents that would (i) impose or make more burdensome any event of default or covenant under the Subordinated Debt Documents, (ii) increase the principal amount of the Subordinated Debt, (iii) increase the rate of interest on the Subordinated Debt by more than 300 basis points except in connection with the imposition of a default rate of interest of up to 2.0% or (iv) directly prohibit or restrict the payment of any amounts payable with respect to the Senior Debt. (b) No Subordinated Creditor shall accept or enter into any agreement or instrument subsequent to the date hereof pursuant to which any the Company provides collateral security for the Subordinated Debt or pursuant to which Borrower or any other than "Loan Party" (as defined in the Senior Credit Agreement; herein, a mortgage or deed of trust subordinate to "LOAN PARTY") provides a security interest in any then existing mortgage or deed of trust in favor of the Agent on any real property and improvements of a Company, Collateral unless such agreement or instrument has been approved by the Agent in writing, such approval not to be unreasonably withheld. Any such agreement or instrument that is substantially similar to the security documents providing collateral security for the Senior Debt shall be approved by the Agent so long as such security document indicates that it is subject to this Agreement in a manner and to an extent reasonably satisfactory to the Agent. In no event shall any Subordinated Creditor accept or enter into any agreement or instrument pursuant to which the Company or any Company Loan Party provides a security interest in or mortgage on any property of such Company the Company, in each case, in which the Agent does not have a first priority perfected security interest. Prior to the Company, any Company Loan Party or any Subordinated Creditor entering into any agreement or instrument that would create a lien, security interest or mortgage in any Collateral in favor of a collateral agent securing any Subordinated Debt, the Companies Company, the Loan Party affected and the Subordinated Creditor Creditors shall cause such collateral agent to become a party to this Agreement and agree for this Agreement to be amended to accommodate a collateral agent, in each case, pursuant to agreements in form and substance reasonably satisfactory to the Agent. (c) In no event shall any Subordinated Creditor enter into any agreement with the Company or any Company Loan Party that places any restriction on the modification of the Senior Debt Documents or creates any default or event of default or right to accelerate, put or cause any Subordinated Creditor to purchase, any Subordinated Debt, that is more extensive or more restrictive than the provisions of Section 3.1.