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 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.