Common use of Modifications to Subordinated Debt Documents Clause in Contracts

Modifications to Subordinated Debt Documents. Until the Senior Debt has been indefeasibly paid in full in cash and all lending commitments (if any) under the Senior Debt Documents have terminated, 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 the effect of which is to (a) increase the maximum principal amount of the Subordinated Debt or rate of interest on any of the Subordinated Debt, (b) change the dates upon which payments of principal or interest on the Subordinated Debt are due to any earlier date, (c) add any event of default or any covenant with respect to the Subordinated Debt, (d) change any redemption or prepayment provisions of the Subordinated Debt the effect of which would be to accelerate any payments thereunder, (e) alter the subordination provisions with respect to the Subordinated Debt, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, (f) take any other liens or security interests in any assets of any Borrower or any guarantor of the Subordinated Debt or (g) change or amend any other term of the Subordinated Debt Documents if such change or amendment would result in a Senior Default, increase the obligations of any Borrower or any guarantor of or obligor on the Subordinated Debt or confer additional material rights on Subordinated Creditor or any other holder of the Subordinated Debt in a manner adverse to any Borrower, any such guarantor, any such obligor or Senior Lenders; provided, however, that nothing herein shall in any way restrict or prohibit MediaBay and any Subordinated Creditor from amending, modifying or supplementing the conversion price or conversion provisions contained in any of the Subordinated Debt Documents.

Modifications to Subordinated Debt Documents. Until the Discharge of the Senior Debt has been indefeasibly paid in full in cash and all lending commitments (if any) under the Senior Debt Documents have terminatedoccurred, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, no the Subordinated Creditor shallshall not, without the prior written consent of Agent, agree to any amendment, modification or supplement to the Subordinated Debt Documents the effect of which is to (a) increase the maximum principal amount of the Subordinated Debt or (other than in connection with the addition of Subordinated PIK Payments), (b) increase the rate of interest on any of the Subordinated Debt; provided, for avoidance of doubt, an increase in the rate of interest shall not be deemed to have occurred as a result of (A) fluctuations in any underlying rate indices and (B) the imposition of a default rate of interest at the rate set forth and as permitted in the Subordinated Credit Agreement as in effect on the date hereof, (bc) change the dates upon which payments of principal or interest on the Subordinated Debt are due to any an earlier datedate or in the case of interest, more frequent dates, (cd) except as provided below, change or add any event of default or any covenant with respect to the Subordinated Debt, (de) change any redemption or prepayment provisions of the Subordinated Debt (other than extensions of the effect dates of which would be to accelerate any payments thereundersuch redemptions or prepayments or waiver of any such redemption or prepayment request), (ef) alter the subordination provisions with respect to the Subordinated Debt, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, (fg) take any other liens or security interests in any assets of any Borrower or any guarantor of Loan Party to secure the Subordinated Debt Debt, or (gh) change or amend any other term of the Subordinated Debt Documents if such change or amendment would result in a Senior Default, increase the obligations of any Borrower or any guarantor of or obligor on the Subordinated Debt or confer additional material rights on the Subordinated Creditor or any other holder of the Subordinated Debt in a manner adverse to any Borrower, any such guarantor, any such obligor Loan Party or Senior Lenders; provided, however, that nothing herein shall in any way restrict or prohibit MediaBay and any the Subordinated Creditor from amending, modifying shall be permitted to amend or supplementing the conversion price or conversion provisions contained in any of modify the Subordinated Debt Documents to modify or add covenants, defaults or other provisions, to the extent the corresponding provisions of the Senior Debt Documents have been amended or modified with cushions consistent with the cushions included in comparable covenants, defaults and other provisions in the Senior Debt Documents.

Modifications to Subordinated Debt Documents. Until the Senior Debt has been indefeasibly paid in full in cash and all lending commitments (if any) under the Senior Debt Documents have terminated, 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 the effect of which is to (a) increase the maximum principal amount of the Subordinated Debt or rate of interest (if any) on any of the Subordinated Debt, (b) change the dates upon which payments of principal or interest (if any) on the Subordinated Debt are due to any earlier date, (c) add any event of default or any covenant with respect to the Subordinated Debt, (d) change any redemption or prepayment provisions of the Subordinated Debt the effect of which would be to accelerate any payments thereunder, (e) alter the subordination provisions with respect to the Subordinated Debt, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, (f) take any other liens or security interests in any assets of any Borrower or any guarantor of the Subordinated Debt or (g) change or amend any other term of the Subordinated Debt Documents if such change or amendment would result in a Senior Default, increase the obligations of the any Borrower or any guarantor of or any obligor on the Subordinated Debt or confer additional material rights on Subordinated Creditor or any other holder of the Subordinated Debt in a manner adverse to any Borrower, any such guarantor, any such obligor or Senior Lenders; provided, however, that nothing herein shall in any way restrict or prohibit MediaBay and any Subordinated Creditor from amending, modifying or supplementing the conversion price or conversion provisions contained in any of the Subordinated Debt Documents.

Modifications to Subordinated Debt Documents. Until the Senior Debt has been indefeasibly paid in full in cash and all lending commitments (if any) under the Senior Debt Documents have terminated, 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 the effect of which is to (a) increase the maximum principal amount of the Subordinated Debt or rate of interest on any of the Subordinated Debt, (b) change the dates upon which payments of principal or interest on the Subordinated Debt are due to any earlier date, (c) add any event of default or any covenant with respect to the Subordinated Debt, (d) change any redemption or prepayment provisions of the Subordinated Debt the effect of which would be to accelerate any payments thereunder, (e) alter the subordination provisions with respect to the Subordinated Debt, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, (f) take any other liens or security interests in any assets of any Borrower or any guarantor of the Subordinated Debt or (g) change or amend any other term of the Subordinated Debt Documents if such change or amendment would result in a Senior Default, increase the obligations of the any Borrower or any guarantor of or any obligor on the Subordinated Debt or confer additional material rights on Subordinated Creditor or any other holder of the Subordinated Debt in a manner adverse to any Borrower, any such guarantor, any such obligor or Senior Lenders; provided, however, that nothing herein shall in any way restrict or prohibit MediaBay and any Subordinated Creditor from amending, modifying or supplementing the conversion price or conversion provisions contained in any of the Subordinated Debt Documents.

Modifications to Subordinated Debt Documents. Until the Senior Debt has been indefeasibly paid Paid in full in cash and all lending commitments (if any) under the Senior Debt Documents have terminatedFull, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, no Subordinated Creditor shallshall not, without the prior written consent of AgentSenior Lender, agree to any amendment, modification or supplement to the Subordinated Debt Documents the effect of which is to (a) increase the maximum principal amount of the Subordinated Debt Installment Sale Credit Amount or rate of interest on any of the Subordinated Debt, other than the imposition and accrual, but not payment in cash, of a default rate of interest of no more than fifteen percent (15%) of any amounts owed, including interest, charges and fees, according to the Subordinated Debt Documents (as in effect on the date hereof), (b) change accelerate the dates upon which payments amortization of principal or interest on any portion of the Subordinated Debt are due to any earlier datefrom the amortization currently set forth in the Subordinated Loan Agreement as in effect on the date hereof, (c) decrease the Installment Sale Period applicable to any contemporaneous Installment Sale to less than six (6) months, (d) add or make more restrictive any default, event of default or any covenant with respect to the Subordinated DebtDebt or make any change to any default or any covenant which would have the effect of making such default or covenant more restrictive than currently set forth in the Installment Sale Agreement; provided, that if the Senior Documents are amended or otherwise modified to provide for additional covenants or events of default or to make more restrictive any existing covenants or events of default applicable to the Obligors, then Subordinated Creditor may, without the prior written consent of Senior Lender, amend the Subordinated Debt Documents to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each such case, any applicable cushion is maintained (determined on a percentage basis based on the relevant levels under the Senior Documents and the Subordinated Debt Documents on the date hereof), (de) change any redemption redemption, put or prepayment provisions of the Subordinated Debt the effect of which would be to accelerate any payments thereunderDebt, (ef) alter the subordination provisions with respect to the Subordinated Debt, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, (fg) take or perfect any other liens or security interests in any assets of any Borrower Obligor or any guarantor of other obligor on the Subordinated Debt or any other Person unless Senior Lender, on behalf of itself and the other Senior Secured Parties, also has a lien and security interest on such assets, (gh) cause any Person to be obligated, whether primarily, secondarily or otherwise, on the Subordinated Debt other than the Obligors, unless such Person also becomes so obligated on the Senior Debt, (i) subordinate the Subordinated Debt to any other indebtedness except as provided herein, or (j) change or amend any other term of the Subordinated Debt Documents Installment Sale Agreement if such change or amendment would (1) result in a Default or Event of Default under the Senior DefaultCredit Agreement or any other Senior Document, (2) increase the obligations obligation of any Borrower Obligor, or any guarantor of or obligor on the Subordinated Debt or (3) confer additional material rights on Subordinated Creditor or otherwise be in any manner adverse to Senior Lender, any Senior Secured Party, or any Obligor, other holder than, in any case, as a result of an amendment permitted under clause (c) of this Section 10(b). In the event any purchaser at a UCC sale obtains title to the rights of Subordinated Creditor under the Subordinated Debt Documents, or such purchaser agrees to comply with the terms and conditions set forth in a manner adverse this Section 10(b) as they relate to any Borroweramendment, any such guarantormodification, any such obligor or Senior Lenders; provided, however, that nothing herein shall in any way restrict or prohibit MediaBay and any Subordinated Creditor from amending, modifying or supplementing the conversion price or conversion provisions contained in any of supplement to the Subordinated Debt Documents.

Modifications to Subordinated Debt Documents. Until the Senior Debt has been indefeasibly is paid in full in cash and all lending commitments (if any) under the Senior Debt Documents with respect thereto have terminatedbeen terminated or expired, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, no the Obligors and the Subordinated Creditor shallshall not, without the prior written consent of Agentthe Senior Agent (on behalf of Senior Lenders), agree to any amendment, modification amendment or supplement to or consent to any departure or waiver from, or other modification to, the Subordinated Debt Documents or the Subordinated Debt the effect of which is to (a) increase the maximum principal amount of the Subordinated Debt other than pursuant to increases in the principal amount of the Subordinated Debt as a result of payments of accrued interest in the form of PIK Notes or rate the increase of interest on any the principal amount of the Subordinated Debt, (b) increase the rate of interest payable on any of the Subordinated Debt, except (i) in connection with the imposition of a default rate of interest in accordance with the terms of the Subordinated Debt Documents (as in effect on the date hereof) or (ii) in connection with an increase in the interest rate on the Subordinated Debt upon an increase in the interest rate applicable to the Senior Debt or with respect to an increase in the rate of non-cash, in-kind interest, in each case, the rate of interest payable on any of the Subordinated Debt may be increased by the same amount of such increase, (c) change the dates to an earlier date any date upon which regularly scheduled payments of principal or interest on the Subordinated Debt are due to any earlier datedue, (cd) add or make more restrictive any event of default or any covenant with respect to the Subordinated DebtDebt or make any change to any event of default or any covenant which would have the effect of making such event of default or covenant more restrictive; provided that if the Senior Debt Documents are amended or otherwise modified to provide for additional covenants or events of default or to make more restrictive any existing covenants or events of default applicable to the Obligors, then the Obligors shall, if requested by the Subordinated Creditor, execute a modification or amendment of the Subordinated Debt Documents to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each such case, any applicable cushion is maintained (determined on a percentage basis based on the relevant levels under the Senior Debt Documents and the Subordinated Debt Documents on the date hereof) and no such amendments, additions or modifications would have the effect of making any such event of default or covenant more restrictive than those set forth in the Senior Credit Agreement and the other Senior Debt Documents, as so amended or otherwise modified, (de) change the final scheduled maturity date of any Subordinated Debt to a date that is earlier than one (1) year after the Senior Maturity Date, (f) take any Liens or security interests in assets of the Obligors or any other property or assets securing the Senior Debt (other than judgment liens obtained and maintained by Subordinated Creditor in compliance with this Agreement), (g) change any redemption redemption, put or prepayment provisions of the Subordinated Debt the effect of which would be so as to require a new redemption, put or prepayment or accelerate any payments thereunderexisting redemption, put or prepayment, or (eh) alter the subordination provisions with respect to the Subordinated Debt, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, (f) take any other liens or security interests in any assets of any Borrower or any guarantor of the Subordinated Debt or (g) change or amend any other term of the Subordinated Debt Documents if such change or amendment would result in a Senior Default, increase the obligations of any Borrower or any guarantor of or obligor on the Subordinated Debt or confer additional material rights on Subordinated Creditor or any other holder of the Subordinated Debt in a manner adverse to any Borrower, any such guarantor, any such obligor or Senior Lenders; provided, however, that nothing herein shall in any way restrict or prohibit MediaBay and any Subordinated Creditor from amending, modifying or supplementing the conversion price or conversion provisions contained in any of the Subordinated Debt Documents.

Modifications to Subordinated Debt Documents. Until the Senior Debt has been indefeasibly paid in full in cash and all lending commitments (if any) under the Senior Debt Documents have terminatedPaid In Full, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, no Subordinated Creditor shallshall not, without the prior written consent of First Lien Collateral Agent, agree to any amendment, modification or supplement to the Subordinated Debt Documents the effect of which is to to: (a) increase the maximum principal amount of the Subordinated Debt or rate of interest (or cash pay rate of interest) on any of the Subordinated Debt, other than as a result of payment in kind payments and payment in kind default interest; (b) change shorten the dates upon which payments of principal or interest on the Subordinated Debt are due to any earlier date, due; (c) make more restrictive or add any event of default or any covenant with respect to the Subordinated Debt, Debt (other than like kind changes that are made to the Senior Debt Documents); (d) change make more onerous upon the Company or any Guarantor any conversion, redemption or prepayment provisions of the Subordinated Debt, or enhance the rights of the Subordinated Creditor or any other holder of the Subordinated Debt the effect of which would be with respect to accelerate any payments thereunder, such provisions; (e) alter the subordination provisions with respect to the Subordinated Debt, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, ; or (f) take or perfect any other liens or security interests in any assets of any Borrower the Company or any guarantor Guarantor, unless First Lien Collateral Agent has or is offered a lien or security interest in such assets which is senior to such lien or security interest and governed by the terms of the Subordinated Debt this Agreement; or (g) change or amend any other term of the Subordinated Debt Documents if such change or amendment would result in a Senior Default, materially increase the obligations of any Borrower the Company or any guarantor of or obligor on the Subordinated Debt Guarantor or confer additional material rights on Subordinated Creditor or any other holder of the Subordinated Debt Debt, in a manner adverse to any Borrowerthe Company, any such guarantorGuarantor, any such obligor Guarantor of the Subordinated Debt, or Senior Lenders; provided, however, that nothing herein shall in any way restrict or prohibit MediaBay and any Subordinated Creditor from amending, modifying or supplementing the conversion price or conversion provisions contained in any of the Subordinated Senior Lenders. (in each case other than like kind changes that are made to the Senior Debt Documents). The Company hereby agrees to offer to First Lien Collateral Agent, or cause to be granted to First Lien Collateral Agent, liens on or security interests in any real or personal property of the Company or any Guarantor that are granted to the Subordinated Creditor.

Modifications to Subordinated Debt Documents. Until the Senior Debt has been indefeasibly paid in full in cash and all lending commitments (if any) under or another form acceptable to the Senior Debt Documents have terminatedAgent in writing), and notwithstanding anything to the contrary contained in the any Subordinated Debt Documents, no Subordinated Creditor shallJunior Lender shall not, without the prior written consent of the Senior Agent, agree to any amendment, modification or supplement to the Subordinated Debt Documents the effect of which is to (a) increase the maximum principal amount of the Subordinated Debt or rate of interest on any of the Subordinated Debt, ; (b) change increase the interest rate with respect to the Subordinated Debt payable upon an Subordinated Debt Default by more than three hundred (300) basis points; (c) shorten the dates upon which payments of principal or interest on the Subordinated Debt are due to any earlier datedue; (d) make more restrictive, (c) add or add, any event of default or any covenant with respect to the Subordinated Debt, ; (de) change any redemption or prepayment provisions of the Subordinated Debt the effect of which would be Debt, except to accelerate any payments thereunder, extend their effective dates; (ef) alter the subordination provisions with respect to the Subordinated DebtDebt in any manner that would be adverse to the Senior Lenders, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, ; (fg) take any other liens additional Liens or security interests in any assets of the Borrower, any Borrower Loan Party or any guarantor of the Subordinated Debt Debt; or (gh) change or amend any other term of the Subordinated Debt Documents if such change or amendment would result in a Senior Default, materially increase the obligations of the Borrower (taken as a whole), any Borrower Loan Party or any guarantor of or obligor on the Subordinated Debt or confer additional material rights on Subordinated Creditor Junior Lender or any other holder of the Subordinated Debt in a manner materially adverse to any the Borrower, any such guarantorLoan Party, any such obligor guarantor or the Senior Lenders; provided. Notwithstanding the foregoing, howeverif the Senior Debt Documents are amended or otherwise modified to provide for additional covenants or events of default, that nothing herein shall or to make more restrictive or onerous any existing covenants or events of default applicable to the Loan Parties, then the comparable provisions of the Comparable Subordinated Debt Documents may be similarly amended or modified to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each case, any way restrict cushion or prohibit MediaBay step-back between the Senior Debt Documents and any Subordinated Creditor from amending, modifying or supplementing the conversion price or conversion provisions contained in any of the Subordinated Debt DocumentsDocuments is maintained in connection therewith.

Modifications to Subordinated Debt Documents. Until the Senior Debt has been indefeasibly paid in full in cash and all lending commitments (if any) under or another form acceptable to the Senior Debt Documents have terminatedAgent in writing), and notwithstanding anything to the contrary contained in the any Subordinated Debt Documents, no Subordinated Creditor shallJunior Lender shall not, without the prior written consent of the Senior Agent, agree to any amendment, modification or supplement to the Subordinated Debt Documents the effect of which is to (a) increase the maximum principal amount of the Subordinated Debt or rate of interest on any of the Subordinated Debt, ; (b) change increase the interest rate with respect to the Subordinated Debt payable upon an Subordinated Debt Default by more than three hundred (300) basis points; (c) shorten the dates upon which payments of principal or interest on the Subordinated Debt are due to any earlier datedue; (d) make more restrictive, (c) add or add, any event of default or any covenant with respect to the Subordinated Debt, ; (de) change any redemption or prepayment provisions of the Subordinated Debt the effect of which would be Debt, except to accelerate any payments thereunder, extend their effective dates; (ef) alter the subordination provisions with respect to the Subordinated DebtDebt in any manner that would be adverse to the Senior Lenders, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, ; (fg) take any other liens additional Liens or security interests in any assets of the Borrower, any Borrower Loan Party or any guarantor of the Subordinated Debt Debt; or (gh) change or amend any other term of the Subordinated Debt Documents if such change or amendment would result in a Senior Default, materially increase the obligations of the Borrower (taken as a whole), any Borrower Loan Party or any guarantor of or obligor on the Subordinated Debt or confer additional material rights on Subordinated Creditor Junior Lender or any other holder of the Subordinated Debt in a manner materially adverse to any the Borrower, any such guarantorLoan Party, any such obligor guarantor or the Senior Lenders; provided. Notwithstanding the foregoing, howeverif the Senior Debt Documents are amended or otherwise -17- modified to provide for additional covenants or events of default, that nothing herein shall or to make more restrictive or onerous any existing covenants or events of default applicable to the Loan Parties, then the comparable provisions of the Comparable Subordinated Debt Documents may be similarly amended or modified to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each case, any way restrict cushion or prohibit MediaBay step-back between the Senior Debt Documents and any Subordinated Creditor from amending, modifying or supplementing the conversion price or conversion provisions contained in any of the Subordinated Debt DocumentsDocuments is maintained in connection therewith. 3.3. Approved AR Loan Facility. The terms and provisions of Section 10.21 of the Senior Credit Agreement in effect as of the date of this Agreement are hereby incorporated into this Agreement by reference. In the event that Senior Agent approves a revolving loan facility in accordance with the terms and provisions of such Section 10.21 of the Senior Credit Agreement, Junior Lender shall (a) be deemed to have approved such revolving loan facility so long as (i) such revolving loan facility is approved by all existing Senior Lenders, (ii) no Senior Default or Subordinated Debt Default has occurred and is continuing and (iii) Senior Agent shall not have delivered a Senior Default Notice to Junior Lender in connection with any blockage of Permitted Subordinated Debt Payments pursuant to Section 2.3(a) hereof, and (b) work together with Senior Agent and the Borrower in good faith, and at the Borrower’s sole cost and expense, to negotiate and enter into such amendments to this Agreement and such Subordinated Debt Documents as may be necessary, to permit such indebtedness, to release and/or subordinate such liens as may be necessary to effectuate such revolving loan facility, and to enter into such third party documents as may be reasonably requested by Borrower and/or such revolving loan lender. 4.