Restriction on Action by Subordinated Creditors. (a) Until the Senior Indebtedness is Paid in Full and notwithstanding anything contained in the Subordinated Indebtedness Documents, the Purchase Agreement, the other Loan Documents or the Permitted Refinancing Loan Documents to the contrary, no Subordinated Creditor shall, without the prior written consent of Agent, agree to any amendment, modification or supplement to the Subordinated Indebtedness Documents, the effect of which is to (i) increase the maximum principal amount of the Subordinated Indebtedness or rate of interest (or cash pay rate of interest) on any of the Subordinated Indebtedness, (ii) change to an earlier date, any date upon which payments of principal or interest on the Subordinated Indebtedness are due or otherwise front load the amortization of any of the Subordinated Indebtedness, (iii) change in a manner adverse to any Obligor or add any event of default or add or make more restrictive any covenant with respect to the Subordinated Indebtedness, (iv) change the redemption, prepayment or put provisions of the Subordinated Indebtedness, (v) alter the subordination provisions with respect to the Subordinated Indebtedness, including, without limitation, subordinating the Subordinated Indebtedness to any other debt, (vi) shorten the maturity date of any of the Subordinated Indebtedness or otherwise alter the repayment terms of the Subordinated Indebtedness in a manner adverse to any Obligor, (vii) take any liens in any assets of any Obligor or any of its Subsidiaries or any other assets securing the Senior Indebtedness or (viii) obtain any guaranties or credit support from any Person which is an affiliate of any Obligor, or (ix) change or amend any other term of the Subordinated Indebtedness Documents if such change or amendment would increase the obligations of any Obligor or confer additional material rights on any Subordinated Creditor or any other holder of the Subordinated Indebtedness in a manner adverse to any Obligor, Agent or Lenders. (b) Until the Senior Indebtedness is Paid in Full, no Subordinated Creditor shall, without the prior written consent of Agent, take or continue any action, or exercise any rights, remedies or powers in respect of the Subordinated Indebtedness or any Subordinated Indebtedness Document, or exercise or continue to exercise any other right or remedy at law or in equity that such Subordinated Creditor might otherwise possess, to collect any amount due and payable in respect of any Subordinated Indebtedness, including, without limitation, the acceleration of the Subordinated Indebtedness, the commencement of any action to enforce payment or foreclosure on any lien or security interest, the filing of any petition in bankruptcy or the taking advantage of any other insolvency law of any jurisdiction (any of the foregoing, an “Enforcement Action”). If any Subordinated Creditor shall attempt to take any Enforcement Action or otherwise seek to collect or realize upon any of the Subordinated Indebtedness in violation of the terms hereof, the holders of the Senior Indebtedness may, by virtue of the terms hereof, restrain any such Enforcement Action or other action, either in its own name or in the name of the applicable Obligor. (c) Until the Senior Indebtedness is Paid in Full, any Liens of Subordinated Creditors in the Collateral which may exist in breach of each Subordinated Creditor's agreement pursuant to subsection 2.7(a)(vii) or Section 18 of this Agreement shall be and hereby are subordinated for all purposes and in all respects to the Liens of Agent and Lenders in the Collateral, regardless of the time, manner or order of perfection of any such Liens. In the event that any Subordinated Creditor obtains any Liens in the Collateral in violation of subsection 2.7(a)(vii) or Section 18 of this Agreement, Subordinated Creditors (i) shall (or shall cause their agent to) promptly execute and deliver to Agent such termination statements and releases as Agent shall request to effect the release of the Liens of such Subordinated Creditor in such Collateral and (ii) shall be deemed to have authorized Agent to file any and all termination statements required by Agent in respect of such Liens. In furtherance of the foregoing, each Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Subordinated Creditor and in the name of such Subordinated Creditor or otherwise, to execute and deliver any document or instrument which such Subordinated Creditor may be required to deliver pursuant to this subsection 2.7(c).
Appears in 14 contracts
Samples: Subordination Agreement (Galaxy Energy Corp), Subordination Agreement (Galaxy Energy Corp), Subordination Agreement (Galaxy Energy Corp)
Restriction on Action by Subordinated Creditors. (a) Until the Senior Indebtedness is Paid in Full and notwithstanding anything contained in the Subordinated Indebtedness Documents, the Purchase Agreement, the other Loan Documents or the Permitted Refinancing Loan Documents to the contrary, no Subordinated Creditor shall, without the prior written consent of Agent, agree to any amendment, modification or supplement to the Subordinated Indebtedness Documents, the effect of which is to (i) increase the maximum principal amount of the Subordinated Indebtedness or rate of interest (or cash pay rate of interest) on any of the Subordinated Indebtedness, (ii) change to an earlier date, any date upon which payments of principal or interest on the Subordinated Indebtedness are due or otherwise front load the amortization of any of the Subordinated Indebtedness, (iii) change in a manner adverse to any Obligor or add any event of default or add or make more restrictive any covenant with respect to the Subordinated Indebtedness, (iv) change the redemption, prepayment or put provisions of the Subordinated Indebtedness, (v) alter the subordination provisions with respect to the Subordinated Indebtedness, including, without limitation, subordinating the Subordinated Indebtedness to any other debt, (vi) shorten the maturity date of any of the Subordinated Indebtedness or otherwise alter the repayment terms of the Subordinated Indebtedness in a manner adverse to any Obligor, (vii) take any liens in any assets of any Obligor or any of its Subsidiaries or any other assets securing the Senior Indebtedness or (viii) obtain any guaranties or credit support from any Person which is an affiliate of any Obligor, or (ix) change or amend any other term of the Subordinated Indebtedness Documents if such change or amendment would increase the obligations of any Obligor or confer additional material rights on any 6 CHI02_60483238_1_208239_00102 Subordinated Creditor or any other holder of the Subordinated Indebtedness in a manner adverse to any Obligor, Agent or Lenders.
(b) Until the Senior Indebtedness is Paid in Full, no Subordinated Creditor shall, without the prior written consent of Agent, take or continue any action, or exercise any rights, remedies or powers in respect of the Subordinated Indebtedness or any Subordinated Indebtedness Document, or exercise or continue to exercise any other right or remedy at law or in equity that such Subordinated Creditor might otherwise possess, to collect any amount due and payable in respect of any Subordinated Indebtedness, including, without limitation, the acceleration of the Subordinated Indebtedness, the commencement of any action to enforce payment or foreclosure on any lien or security interest, the filing of any petition in bankruptcy or the taking advantage of any other insolvency law of any jurisdiction (any of the foregoing, an “Enforcement Action”"ENFORCEMENT ACTION"). If any Subordinated Creditor shall attempt to take any Enforcement Action or otherwise seek to collect or realize upon any of the Subordinated Indebtedness in violation of the terms hereof, the holders of the Senior Indebtedness may, by virtue of the terms hereof, restrain any such Enforcement Action or other action, either in its own name or in the name of the applicable Obligor.
(c) Until the Senior Indebtedness is Paid in Full, any Liens of Subordinated Creditors in the Collateral which may exist in breach of each Subordinated Creditor's agreement pursuant to subsection 2.7(a)(vii) or Section 18 of this Agreement shall be and hereby are subordinated for all purposes and in all respects to the Liens of Agent and Lenders in the Collateral, regardless of the time, manner or order of perfection of any such Liens. In the event that any Subordinated Creditor obtains any Liens in the Collateral in violation of subsection 2.7(a)(vii) or Section 18 of this Agreement, Subordinated Creditors (i) shall (or shall cause their agent to) promptly execute and deliver to Agent such termination statements and releases as Agent shall request to effect the release of the Liens of such Subordinated Creditor in such Collateral and (ii) shall be deemed to have authorized Agent to file any and all termination statements required by Agent in respect of such Liens. In furtherance of the foregoing, each Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Subordinated Creditor and in the name of such Subordinated Creditor or otherwise, to execute and deliver any document or instrument which such Subordinated Creditor may be required to deliver pursuant to this subsection 2.7(c).
Appears in 7 contracts
Samples: Subordination Agreement (Galaxy Energy Corp), Subordination Agreement (Galaxy Energy Corp), Subordination Agreement (Galaxy Energy Corp)
Restriction on Action by Subordinated Creditors. (a) Until the Senior Indebtedness is Paid in Full and notwithstanding anything contained in the Subordinated Indebtedness Documents, the Purchase Agreement, the other Loan Documents or the Permitted Refinancing Loan Documents to the contrary, no Subordinated Creditor shall, without the prior written consent of Agent, agree to any amendment, modification or supplement to the Subordinated Indebtedness Documents, the effect of which is to (i) increase the maximum principal amount of the Subordinated Indebtedness or rate of interest (or cash pay rate of interest) on any of the Subordinated Indebtedness, (ii) change to an earlier date, any date upon which payments of principal or interest on the Subordinated Indebtedness are due or otherwise front load the amortization of any of the Subordinated Indebtedness, (iii) change in a manner adverse to any Obligor or add any event of default or add or make more restrictive any covenant with respect to the Subordinated Indebtedness, (iv) change the redemption, prepayment or put provisions of the Subordinated Indebtedness, (v) alter the subordination provisions with respect to the Subordinated Indebtedness, including, without limitation, subordinating the Subordinated Indebtedness to any other debt, (vi) shorten the maturity date of any of the Subordinated Indebtedness or otherwise alter the repayment terms of the Subordinated Indebtedness in a manner adverse to any Obligor, (vii) take any liens in any assets of any Obligor or any of its Subsidiaries or any other assets securing the Senior Indebtedness or (viii) obtain any guaranties or credit support from any Person which is an affiliate of any the Obligor, or (ix) change or amend any other term of the Subordinated Indebtedness Documents if such change or amendment would increase the obligations of any Obligor or confer additional material rights on any Subordinated Creditor or any other holder of the Subordinated Indebtedness in a manner adverse to any Obligor, Agent or Lenders.
(b) Until the Senior Indebtedness is Paid in Full, no Subordinated Creditor shall, without the prior written consent of Agent, take or continue any action, or exercise any rights, remedies or powers in respect of any of the Subordinated Indebtedness Debentures, the Subordinated Purchase Agreement or any other Subordinated Indebtedness DocumentIndebtedness, or exercise or continue to exercise any other right or remedy at law or in equity that such Subordinated Creditor might otherwise possess, to collect any amount due and payable in respect of any Subordinated Debenture or any of the other Subordinated Indebtedness, including, without limitation, the acceleration of the Subordinated Indebtedness, the commencement of any action to enforce payment or foreclosure on any lien or security interest, the filing of any petition in bankruptcy or the taking advantage of any other insolvency law of any jurisdiction (any of the foregoing, an “Enforcement "ENFORCEMENT Action”"). If any Subordinated Creditor shall attempt to take any Enforcement Action or otherwise seek to collect or realize upon any of the Subordinated Indebtedness in violation of the terms hereof, the holders of the Senior Indebtedness may, by virtue of the terms hereof, restrain any such Enforcement Action or other action, either in its own name or in the name of the applicable Obligor.
(c) Until the Senior Indebtedness is Paid in Full, any Liens of Subordinated Creditors in the Collateral which may exist in breach of each Subordinated Creditor's agreement pursuant to subsection 2.7(a)(vii) or Section 18 of this Agreement shall be and hereby are subordinated for all purposes and in all respects to the Liens of Agent and Lenders in the Collateral, regardless of the time, manner or order of perfection of any such Liens. In the event that any Subordinated Creditor obtains any Liens in the Collateral in violation of subsection 2.7(a)(vii) or Section 18 of this Agreement, Subordinated Creditors (i) shall (or shall cause their agent to) promptly execute and deliver to Agent such termination statements and releases as Agent shall request to effect the release of the Liens of such Subordinated Creditor in such Collateral and (ii) shall be deemed to have authorized Agent to file any and all termination statements required by Agent in respect of such Liens. In furtherance of the foregoing, each Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Subordinated Creditor and in the name of such Subordinated Creditor or otherwise, to execute and deliver any document or instrument which such Subordinated Creditor may be required to deliver pursuant to this subsection 2.7(c).
Appears in 2 contracts
Samples: Subordination Agreement (Galaxy Energy Corp), Subordination Agreement (Galaxy Energy Corp)
Restriction on Action by Subordinated Creditors. (a) Until the Senior Indebtedness is Paid in Full and notwithstanding anything contained in the Subordinated Indebtedness Documents, the Purchase Agreement, the other Loan Documents or the Permitted Refinancing Loan Documents to the contrary, no Subordinated Creditor shall, without the prior written consent of Agent, agree to any amendment, modification or supplement to the Subordinated Indebtedness Documents, the effect of which is to (i) increase the maximum principal amount of the Subordinated Indebtedness or rate of interest (or cash pay rate of interest) on any of the Subordinated Indebtedness, (ii) change to an earlier date, any date upon which payments of principal or interest on the Subordinated Indebtedness are due or otherwise front load the amortization of any of the Subordinated Indebtedness, (iii) change in a manner adverse to any Obligor or add any event of default or add or make more restrictive any covenant with respect to the Subordinated Indebtedness, (iv) change the redemption, prepayment or put provisions of the Subordinated Indebtedness, (v) alter the subordination provisions with respect to the Subordinated Indebtedness, including, without limitation, subordinating the Subordinated Indebtedness to any other debt, (vi) shorten the maturity date of any of the Subordinated Indebtedness or otherwise alter the repayment terms of the Subordinated Indebtedness in a manner adverse to any Obligor, (vii) take any liens in any assets of any Obligor or any of its Subsidiaries or any other assets securing the Senior Indebtedness or (viii) obtain any guaranties or credit support from any Person which is an affiliate of any Obligor, or (ix) change or amend any other term of the Subordinated Indebtedness Documents if such change or amendment would increase the obligations of any Obligor or confer additional material rights on any Subordinated Creditor or any other holder of the Subordinated Indebtedness in a manner adverse to any Obligor, Agent or Lenders.
(b) Until the Senior Indebtedness is Paid in Full, no Subordinated Creditor shall, without the prior written consent of Agent, take or continue any action, or exercise any rights, remedies or powers in respect of the Subordinated Indebtedness or any Subordinated Indebtedness Document, or exercise or continue to exercise any other right or remedy at law or in equity that such Subordinated Creditor might otherwise possess, to collect any amount due and payable in respect of any Subordinated Indebtedness, including, without limitation, the acceleration of the Subordinated Indebtedness, the commencement of any action to enforce payment or foreclosure on any lien or security interest, the filing of any petition in bankruptcy or the taking advantage of any other insolvency law of any jurisdiction (any of the foregoing, an “Enforcement Action”"ENFORCEMENT ACTION"). If any Subordinated Creditor shall attempt to take any Enforcement Action or otherwise seek to collect or realize upon any of the Subordinated Indebtedness in violation of the terms hereof, the holders of the Senior Indebtedness may, by virtue of the terms hereof, restrain any such Enforcement Action or other action, either in its own name or in the name of the applicable Obligor.
(c) Until the Senior Indebtedness is Paid in Full, any Liens of Subordinated Creditors in the Collateral which may exist in breach of each Subordinated Creditor's agreement pursuant to subsection 2.7(a)(vii) or Section 18 of this Agreement shall be and hereby are subordinated for all purposes and in all respects to the Liens of Agent and Lenders in the Collateral, regardless of the time, manner or order of perfection of any such Liens. In the event that any Subordinated Creditor obtains any Liens in the Collateral in violation of subsection 2.7(a)(vii) or Section 18 of this Agreement, Subordinated Creditors (i) shall (or shall cause their agent to) promptly execute and deliver to Agent such termination statements and releases as Agent shall request to effect the release of the Liens of such Subordinated Creditor in such Collateral and (ii) shall be deemed to have authorized Agent to file any and all termination statements required by Agent in respect of such Liens. In furtherance of the foregoing, each Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Subordinated Creditor and in the name of such Subordinated Creditor or otherwise, to execute and deliver any document or instrument which such Subordinated Creditor may be required to deliver pursuant to this subsection 2.7(c).
Appears in 2 contracts
Samples: Subordination Agreement (Galaxy Energy Corp), Subordination Agreement (Galaxy Energy Corp)
Restriction on Action by Subordinated Creditors. (a) Until the Senior Indebtedness is Paid in Full and notwithstanding anything contained in the Subordinated Indebtedness Documents, the Purchase Agreement, the other Loan Documents or the Permitted Refinancing Loan Documents to the contrary, no Subordinated Creditor shall, without the prior written consent of Agent, agree to any amendment, modification or supplement to the Subordinated Indebtedness Documents, the effect of which is to (i) increase the maximum principal amount of the Subordinated Indebtedness or rate of interest (or cash pay rate of interest) on any of the Subordinated Indebtedness, (ii) change to an earlier date, any date upon which payments of principal or interest on the Subordinated Indebtedness are due or otherwise front load the amortization of any of the Subordinated Indebtedness, (iii) change in a manner adverse to any Obligor or add any event of default or add or make more restrictive any covenant with respect to the Subordinated Indebtedness, (iv) change the redemption, prepayment or put provisions of the Subordinated Indebtedness, (v) alter the subordination provisions with respect to the Subordinated Indebtedness, including, without limitation, subordinating the Subordinated Indebtedness to any other debt, (vi) shorten the maturity date of any of the Subordinated Indebtedness or otherwise alter the repayment terms of the Subordinated Indebtedness in a manner adverse to any Obligor, (vii) take any liens in any assets of any Obligor or any of its Subsidiaries or any other assets securing the Senior Indebtedness or (viii) obtain any guaranties or credit support from any Person which is an affiliate of any Obligor, or (ix) change or amend any other term of the Subordinated Indebtedness Documents if such change or amendment would increase the obligations of any Obligor or confer additional material rights on any Subordinated Creditor or any other holder of the Subordinated Indebtedness in a manner adverse to any Obligor, Agent or Lenders.
(b) Until the Senior Indebtedness is Paid in Full, no Subordinated Creditor shall, without the prior written consent of Agent, take or continue any action, or 6 CHI02_60483238_1_208239_00102 exercise any rights, remedies or powers in respect of the Subordinated Indebtedness or any Subordinated Indebtedness Document, or exercise or continue to exercise any other right or remedy at law or in equity that such Subordinated Creditor might otherwise possess, to collect any amount due and payable in respect of any Subordinated Indebtedness, including, without limitation, the acceleration of the Subordinated Indebtedness, the commencement of any action to enforce payment or foreclosure on any lien or security interest, the filing of any petition in bankruptcy or the taking advantage of any other insolvency law of any jurisdiction (any of the foregoing, an “Enforcement Action”"ENFORCEMENT ACTION"). If any Subordinated Creditor shall attempt to take any Enforcement Action or otherwise seek to collect or realize upon any of the Subordinated Indebtedness in violation of the terms hereof, the holders of the Senior Indebtedness may, by virtue of the terms hereof, restrain any such Enforcement Action or other action, either in its own name or in the name of the applicable Obligor.
(c) Until the Senior Indebtedness is Paid in Full, any Liens of Subordinated Creditors in the Collateral which may exist in breach of each Subordinated Creditor's agreement pursuant to subsection 2.7(a)(vii) or Section 18 of this Agreement shall be and hereby are subordinated for all purposes and in all respects to the Liens of Agent and Lenders in the Collateral, regardless of the time, manner or order of perfection of any such Liens. In the event that any Subordinated Creditor obtains any Liens in the Collateral in violation of subsection 2.7(a)(vii) or Section 18 of this Agreement, Subordinated Creditors (i) shall (or shall cause their agent to) promptly execute and deliver to Agent such termination statements and releases as Agent shall request to effect the release of the Liens of such Subordinated Creditor in such Collateral and (ii) shall be deemed to have authorized Agent to file any and all termination statements required by Agent in respect of such Liens. In furtherance of the foregoing, each Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Subordinated Creditor and in the name of such Subordinated Creditor or otherwise, to execute and deliver any document or instrument which such Subordinated Creditor may be required to deliver pursuant to this subsection 2.7(c).
Appears in 1 contract
Restriction on Action by Subordinated Creditors. (a) Until the Senior Indebtedness is Paid in Full and notwithstanding anything contained in the Subordinated Indebtedness Documents, the Purchase Agreement, the other Loan Documents or the Permitted Refinancing Loan Documents to the contrary, no Subordinated Creditor shall, without the prior written consent of Agent, agree to any amendment, modification or supplement to the Subordinated Indebtedness Documents, the effect of which is to (i) increase the maximum principal amount of the Subordinated Indebtedness or rate of interest (or cash pay rate of interest) on any of the Subordinated Indebtedness, (ii) change to an earlier date, any date upon which payments of principal or interest on the Subordinated Indebtedness are due or otherwise front load the amortization of any of the Subordinated Indebtedness, (iii) change in a manner adverse to any Obligor or add any event of default or add or make more restrictive any covenant with respect to the Subordinated Indebtedness, (iv) change the redemption, prepayment or put provisions of the Subordinated Indebtedness, (v) alter the subordination provisions with respect to the Subordinated Indebtedness, including, without limitation, subordinating the Subordinated Indebtedness to any other debt, (vi) shorten the maturity date of any of the Subordinated Indebtedness or otherwise alter the repayment terms of the Subordinated Indebtedness in a manner adverse to any Obligor, (vii) take any liens in any assets of any Obligor or any of its Subsidiaries or any other assets securing the Senior Indebtedness or (viii) obtain any guaranties or credit support from any Person which is an affiliate of any the Obligor, or (ix) change or amend any other term of the Subordinated Indebtedness Documents if such change or amendment would increase the obligations of any Obligor or confer additional material rights on any Subordinated Creditor or any other holder of the Subordinated Indebtedness in a manner adverse to any Obligor, Agent or Lenders.. 60365220
(b) Until the Senior Indebtedness is Paid in Full, no Subordinated Creditor shall, without the prior written consent of Agent, take or continue any action, or exercise any rights, remedies or powers in respect of any of the Subordinated Indebtedness Notes, the Subordinated Purchase Agreement or any other Subordinated Indebtedness DocumentIndebtedness, or exercise or continue to exercise any other right or remedy at law or in equity that such Subordinated Creditor might otherwise possess, to collect any amount due and payable in respect of any Subordinated Note or any of the other Subordinated Indebtedness, including, without limitation, the acceleration of the Subordinated Indebtedness, the commencement of any action to enforce payment or foreclosure on any lien or security interest, the filing of any petition in bankruptcy or the taking advantage of any other insolvency law of any jurisdiction (any of the foregoing, an “Enforcement Action”). If any Subordinated Creditor shall attempt to take any Enforcement Action or otherwise seek to collect or realize upon any of the Subordinated Indebtedness in violation of the terms hereof, the holders of the Senior Indebtedness may, by virtue of the terms hereof, restrain any such Enforcement Action or other action, either in its own name or in the name of the applicable Obligor.
(c) Until the Senior Indebtedness is Paid in Full, any Liens of Subordinated Creditors in the Collateral which may exist in breach of each Subordinated Creditor's agreement pursuant to subsection 2.7(a)(vii) or Section 18 of this Agreement shall be and hereby are subordinated for all purposes and in all respects to the Liens of Agent and Lenders in the Collateral, regardless of the time, manner or order of perfection of any such Liens. In the event that any Subordinated Creditor obtains any Liens in the Collateral in violation of subsection 2.7(a)(vii) or Section 18 of this Agreement, Subordinated Creditors (i) shall (or shall cause their agent to) promptly execute and deliver to Agent such termination statements and releases as Agent shall request to effect the release of the Liens of such Subordinated Creditor in such Collateral and (ii) shall be deemed to have authorized Agent to file any and all termination statements required by Agent in respect of such Liens. In furtherance of the foregoing, each Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Subordinated Creditor and in the name of such Subordinated Creditor or otherwise, to execute and deliver any document or instrument which such Subordinated Creditor may be required to deliver pursuant to this subsection 2.7(c).
Appears in 1 contract
Restriction on Action by Subordinated Creditors. (a) Until the Senior Indebtedness is Paid in Full and notwithstanding anything contained in the Subordinated Indebtedness Documents, the Purchase Agreement, the other Loan Documents or the Permitted Refinancing Loan Documents to the contrary, no Subordinated Creditor shall, without the prior written consent of Collateral Agent, agree to any amendment, modification or supplement to the Subordinated Indebtedness Documents, the effect of which is to (i) increase the maximum principal amount of the Subordinated Indebtedness or rate of interest (or cash pay rate of interest) on any of the Subordinated Indebtedness, (ii) change to an earlier date, any date shorten the dates upon which payments of principal or interest on the Subordinated Indebtedness are due or otherwise front load the amortization of any of the Subordinated Indebtednessdue, (iii) change in a manner adverse to any Obligor or add any event of default or add or make more restrictive any covenant with respect to the Subordinated Indebtedness, (iv) change the redemption, prepayment or put provisions of the Subordinated Indebtedness, (v) alter the subordination provisions with respect to the Subordinated Indebtedness, including, without limitation, subordinating the Subordinated Indebtedness to any other debt, (vi) shorten the maturity date of any of the Subordinated Indebtedness or otherwise alter the repayment terms of the Subordinated Indebtedness in a manner adverse to any Obligor, (vii) take any liens in any assets of any Obligor or any of its Subsidiaries or any other assets securing the Senior Indebtedness Indebtedness, or (viii) obtain any guaranties or credit support from any Person which is an affiliate of any Obligor, or (ix) change or amend any other term of the Subordinated Indebtedness Documents if such change or amendment would increase the obligations of any Obligor or confer additional material rights on any Subordinated Creditor or any other holder of the Subordinated Indebtedness in a manner adverse to any Obligor, Collateral Agent or LendersBuyers. Notwithstanding the foregoing, until the Senior Indebtedness is Paid in Full and notwithstanding anything contained in the Subordinated Warrant, the Purchase Agreement, the other Loan Documents or the Permitted Refinancing Loan Documents to the contrary, no Subordinated Creditor shall, without the prior written consent of Collateral Agent, agree to any amendment, modification or supplement to the Subordinated Warrant.
(b) Until the Senior Indebtedness is Paid in Full, no Subordinated Creditor shall, without the prior written consent of Collateral Agent, take or continue any action, or exercise any rights, remedies or powers in respect of any of the Subordinated Indebtedness Note or any other Subordinated Indebtedness DocumentDocuments, or exercise or continue to exercise any other right or remedy at law or in equity that such a Subordinated Creditor might otherwise possess, to collect any amount due and payable in respect of any Subordinated Note or any of the other Subordinated Indebtedness, including, without limitation, the acceleration of the Subordinated Indebtedness, the commencement of any action to enforce payment or foreclosure on any lien or security interest, the filing of any petition in bankruptcy or the taking advantage of any other insolvency law of any jurisdiction (any of the foregoing, an “Enforcement Action”). If any Subordinated Creditor shall attempt to take any Enforcement Action or otherwise seek to collect or realize upon any of the Subordinated Indebtedness in violation of the terms hereof, the holders of the Senior Indebtedness may, by virtue of the terms hereof, restrain any such Enforcement Action or other action, either in its own name or in the name of the applicable Obligor.
(c) Until the Senior Indebtedness is Paid in Full, any Liens of Subordinated Creditors in the Collateral which may exist in breach of each Subordinated Creditor's agreement pursuant to subsection 2.7(a)(vii) or Section 18 of this Agreement shall be and hereby are subordinated for all purposes and in all respects to the Liens of Collateral Agent and Lenders Buyers in the Collateral, regardless of the time, manner or order of perfection of any such Liens. In the event that any Subordinated Creditor obtains any Liens in the Collateral in violation of subsection 2.7(a)(vii) or Section 18 of this Agreement, Subordinated Creditors (i) shall (or shall cause their agent toagent) to promptly execute and deliver to Collateral Agent such termination statements and releases as Collateral Agent shall request to effect the release of the Liens of such Subordinated Creditor in such Collateral and (ii) shall be deemed to have authorized Collateral Agent to file any and all termination statements required by Collateral Agent in respect of such Liens. In furtherance of the foregoing, each Subordinated Creditor hereby irrevocably appoints Collateral Agent its attorney-in-fact, with full authority in the place and stead of such Subordinated Creditor and in the name of such Subordinated Creditor or otherwise, to execute and deliver any document or instrument which such Subordinated Creditor may be required to deliver pursuant to this subsection 2.7(c).
Appears in 1 contract
Restriction on Action by Subordinated Creditors. (a) Until the Senior Indebtedness is Paid in Full and notwithstanding anything contained in the Subordinated Indebtedness Documents, the Purchase Agreement, the other Loan Documents or the Permitted Refinancing Loan Documents to the contrary, no Subordinated Creditor shall, without the prior written consent of Agent, agree to any amendment, modification or supplement to the Subordinated Indebtedness Documents, the effect of which is to (i) increase the maximum principal amount of the Subordinated Indebtedness or rate of interest (or cash pay rate of interest) on any of the Subordinated Indebtedness, (ii) change to an earlier date, any date upon which payments of principal or interest on the Subordinated Indebtedness are due or otherwise front load the amortization of any of the Subordinated Indebtedness, (iii) change in a manner adverse to any Obligor or add any event of default or add or make more restrictive any covenant with respect to the Subordinated Indebtedness, (iv) change the redemption, prepayment or put provisions of the Subordinated Indebtedness, (v) alter the subordination provisions with respect to the Subordinated Indebtedness, including, without limitation, subordinating the Subordinated Indebtedness to any other debt, (vi) shorten the maturity date of any of the Subordinated Indebtedness or otherwise alter the repayment terms of the Subordinated Indebtedness in a manner adverse to any Obligor, (vii) take any liens in any assets of any Obligor or any of its Subsidiaries or any other assets securing the Senior Indebtedness or (viii) obtain any guaranties or credit support from any Person which is an affiliate of any Obligor, or (ix) change or amend any other term of the Subordinated Indebtedness Documents if such change or amendment would increase the obligations of any Obligor or confer additional material rights on any Subordinated Creditor or any other holder of the Subordinated Indebtedness in a manner adverse to any Obligor, Agent or Lenders.
(b) Until the Senior Indebtedness is Paid in Full, no Subordinated Creditor shall, without the prior written consent of Agent, take or continue any action, or exercise any rights, remedies or powers in respect of the Subordinated Indebtedness or any Subordinated Indebtedness Document, or exercise or continue to exercise any other right or remedy at law or in equity that such Subordinated Creditor might otherwise possess, to collect any amount due and payable in respect of any Subordinated Indebtedness, including, without limitation, the acceleration of the Subordinated Indebtedness, the commencement of any action to enforce payment or foreclosure on any lien or security interest, the filing of any petition in bankruptcy or the taking advantage of any other insolvency law of any jurisdiction (any of the foregoing, an “Enforcement Action”). If any Subordinated Creditor shall attempt to take any Enforcement Action or otherwise seek to collect or realize upon any of the Subordinated Indebtedness in violation of the terms hereof, the holders of the Senior Indebtedness may, by virtue of the terms hereof, restrain any such Enforcement Action or other action, either in its own name or in the name of the applicable Obligor.
(c) Until the Senior Indebtedness is Paid in Full, any Liens of Subordinated Creditors in the Collateral which may exist in breach of each Subordinated Creditor's agreement pursuant to subsection 2.7(a)(vii) or Section 18 of this Agreement shall be and hereby are subordinated for all purposes and in all respects to the Liens of Agent and Lenders in the Collateral, regardless of the time, manner or order of perfection of any such Liens. In the event that any Subordinated Creditor obtains any Liens in the Collateral in violation of subsection 2.7(a)(vii) or Section 18 of this Agreement, Subordinated Creditors (i) shall (or shall cause their agent to) promptly execute and deliver to Agent such termination statements and releases as Agent shall request to effect the release of the Liens of such Subordinated Creditor in such Collateral and (ii) shall be deemed to have authorized Agent to file any and all termination statements required by Agent in respect of such Liens. In furtherance of the foregoing, each Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Subordinated Creditor and in the name of such Subordinated Creditor or otherwise, to execute and deliver any document or instrument which such Subordinated Creditor may be required to deliver pursuant to this subsection 2.7(c).any
Appears in 1 contract
Restriction on Action by Subordinated Creditors. (a) Until the Senior Indebtedness is Paid in Full and notwithstanding anything contained in the Subordinated Indebtedness Documents, the Purchase Agreement, the other Loan Documents or the Permitted Refinancing Loan Documents to the contrary, no Subordinated Creditor shall, without the prior written consent of Collateral Agent, agree to any amendment, modification or supplement to the Subordinated Indebtedness Documents, the effect of which is to (i) increase the maximum principal amount of the Subordinated Indebtedness or rate of interest (or cash pay rate of interest) on any of the Subordinated Indebtedness, (ii) change to an earlier date, any date shorten the dates upon which payments of principal or interest on the Subordinated Indebtedness are due or otherwise front load the amortization of any of the Subordinated Indebtednessdue, (iii) change in a manner adverse to any Obligor the Company or add any event of default or add or make more restrictive any covenant with respect to the Subordinated Indebtedness, (iv) change the redemption, prepayment or put provisions of the Subordinated Indebtedness, (v) alter the subordination provisions with respect to the Subordinated Indebtedness, including, without limitation, subordinating the Subordinated Indebtedness to any other debt, (vi) shorten the maturity date of any of the Subordinated Indebtedness or otherwise alter the repayment terms of the Subordinated Indebtedness in a manner adverse to any Obligorthe Company, (vii) take any liens in any assets of any Obligor the Company or any of its Subsidiaries the Viking Guarantors or any other assets securing the Senior Indebtedness or (viii) obtain any guaranties or credit support from any Person which is an affiliate of any Obligor, or (ix) change or amend any other term of the Subordinated Indebtedness Documents if such change or amendment would increase the obligations of any Obligor the Company or confer additional material rights on any the Subordinated Creditor Creditors or any other holder of the Subordinated Indebtedness in a manner adverse to any Obligorthe Company, Collateral Agent or LendersBuyers.
(b) Until the Senior Indebtedness is Paid in Full, no Subordinated Creditor shall, without the prior written consent of Collateral Agent, take or continue any action, or exercise any rights, remedies or powers in respect of the Subordinated Indebtedness Note or any other Subordinated Indebtedness DocumentDocuments, or exercise or continue to exercise any other right or remedy at law or in equity that such the Subordinated Creditor might otherwise possess, to collect any amount due and payable in respect of any Subordinated Note or any of the other Subordinated Indebtedness, including, without limitation, the acceleration of the Subordinated Indebtedness, the commencement of any action to enforce payment or foreclosure on any lien or security interest, the filing of any petition in bankruptcy or the taking advantage of any other insolvency law of any jurisdiction (any of the foregoing, an “Enforcement Action”). If any Subordinated Creditor shall attempt to take any Enforcement Action or otherwise seek to collect or realize upon any of the Subordinated Indebtedness in violation of the terms hereof, the holders of the Senior Indebtedness may, by virtue of the terms hereof, restrain any such Enforcement Action or other action, either in its own name or in the name of the applicable ObligorCompany.
(c) Until the Senior Indebtedness is Paid in Full, any Liens of Subordinated Creditors in the Collateral which may exist in breach of each the Subordinated Creditor's Creditors’ agreement pursuant to subsection 2.7(a)(vii) or Section 18 of this Agreement shall be and hereby are subordinated for all purposes and in all respects to the Liens of Collateral Agent and Lenders Buyers in the Collateral, regardless of the time, manner or order of perfection of any such Liens. In the event that any a Subordinated Creditor obtains any Liens in the Collateral in violation of subsection 2.7(a)(vii) or Section 18 of this Agreement, such Subordinated Creditors Creditor (i) shall (or shall cause their agent toits agent) to promptly execute and deliver to Collateral Agent such termination statements and releases as Collateral Agent shall request to effect the release of the Liens of such the Subordinated Creditor in such Collateral and (ii) shall be deemed to have authorized Collateral Agent to file any and all termination statements required by Collateral Agent in respect of such Liens. In furtherance of the foregoing, each Subordinated Creditor hereby irrevocably appoints Collateral Agent as its attorney-in-fact, with full authority in the place and stead of such the Subordinated Creditor and in the name of such the Subordinated Creditor or otherwise, to execute and deliver any document or instrument which such the Subordinated Creditor may be required to deliver pursuant to this subsection 2.7(c).
Appears in 1 contract
Restriction on Action by Subordinated Creditors. (a) Until the Senior Indebtedness is Paid in Full and notwithstanding anything contained in the Subordinated Indebtedness Documents, the Purchase Agreement, the other Loan Documents or the Permitted Refinancing Loan Documents to the contrary, no Subordinated Creditor shall, without the prior written consent of Agent, agree to any amendment, modification or supplement to the Subordinated Indebtedness DocumentsDocuments , the effect of which is to (i) increase the maximum principal amount of the Subordinated Indebtedness or rate of interest (or cash pay rate of interest) on any of the Subordinated Indebtedness, (ii) change to an earlier date, any date shorten the dates upon which payments of principal or interest on the Subordinated Indebtedness are due or otherwise front load the amortization of any of the Subordinated Indebtednessdue, (iii) change in a manner adverse to any Obligor or add any event of default or add or make more restrictive any covenant with respect to the Subordinated Indebtedness, (iv) change the redemption, prepayment or put provisions of the Subordinated Indebtedness, (v) alter the subordination provisions with respect to the Subordinated Indebtedness, including, without limitation, subordinating the Subordinated Indebtedness to any other debt, (vi) shorten the maturity date of any of the Subordinated Indebtedness or otherwise alter the repayment terms of the Subordinated Indebtedness in a manner adverse to any Obligor, (vii) take any liens in any assets of any Obligor or any of its Subsidiaries or any other assets securing the Senior Indebtedness or (viii) obtain any guaranties or credit support from any Person which is an affiliate of any Obligor, other than the Obligors or (ix) change or amend any other term of the Subordinated Indebtedness Documents if such change or amendment would increase the obligations of any Obligor or confer additional material rights on any Subordinated Creditor or any other holder of the Subordinated Indebtedness in a manner adverse to any Obligor, Agent or Lenders.
(b) Until the Senior Indebtedness is Paid in Full, no Subordinated Creditor shall, without the prior written consent of Agent, take or continue any action, or exercise any rights, remedies or powers in respect of any of the Subordinated Indebtedness Notes, the Subordinated Purchase Agreement or any other Subordinated Indebtedness DocumentIndebtedness, or exercise or continue to exercise any other right or remedy at law or in equity that such Subordinated Creditor might otherwise possess, to collect any amount due and payable in respect of any Subordinated Note or any of the other Subordinated Indebtedness, including, without limitation, the acceleration of the Subordinated Indebtedness, the commencement of any action to enforce payment or foreclosure on any lien or security interest, the filing of any petition in bankruptcy or the taking advantage of any other insolvency law of any jurisdiction (any of the foregoing, an “Enforcement "ENFORCEMENT Action”"). If any Subordinated Creditor shall attempt to take any Enforcement Action or otherwise seek to collect or realize upon any of the Subordinated Indebtedness in violation of the terms hereof, the holders of the Senior Indebtedness may, by virtue of the terms hereof, restrain any such Enforcement Action or other action, either in its own name or in the name of the applicable Obligor.
(c) Until the Senior Indebtedness is Paid in Full, any Liens of Subordinated Creditors in the Collateral which may exist in breach of each Subordinated Creditor's agreement pursuant to subsection 2.7(a)(vii) or Section 18 of this Agreement shall be and hereby are subordinated for all purposes and in all respects to the Liens of Agent and Lenders in the Collateral, regardless of the time, manner or order of perfection of any such Liens. In the event that any Subordinated Creditor obtains any Liens in the Collateral in violation of subsection 2.7(a)(vii) or Section 18 of this Agreement, Subordinated Creditors (i) shall (or shall cause their agent toagent) to promptly execute and deliver to Agent such termination statements and releases as Agent shall request to effect the release of the Liens of such Subordinated Creditor in such Collateral and (ii) shall be deemed to have authorized Agent to file any and all termination statements required by Agent in respect of such Liens. In furtherance of the foregoing, each Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Subordinated Creditor and in the name of such Subordinated Creditor or otherwise, to execute and deliver any document or instrument which such Subordinated Creditor may be required to deliver pursuant to this subsection 2.7(c).
Appears in 1 contract
Restriction on Action by Subordinated Creditors. (a) Until the Senior Indebtedness is Paid in Full and notwithstanding anything contained in the Subordinated Indebtedness Documents, the Purchase Agreement, the other Loan Documents or the Permitted Refinancing Loan Documents to the contrary, no Subordinated Creditor shall, without the prior written consent of Collateral Agent, agree to any amendment, modification or supplement to the Subordinated Indebtedness Documents, the effect of which is to (i) increase the maximum principal aggregate amount of the Subordinated Indebtedness other than through the accrual of dividends in accordance with the COD as in effect on the date hereof, the number of shares of Series B-2 Stock beyond the number authorized in the COD or rate of interest dividends (or cash pay rate of interestdividends) on any of the Subordinated Indebtedness, (ii) change to an earlier date, any date shorten the dates upon which payments redemption or the payment of principal or interest on the Subordinated Indebtedness are due or otherwise front load the amortization of any of the Subordinated Indebtednessdividends may be made, (iii) change in a manner adverse to any Obligor the Company or add any event of default or add or make more restrictive any covenant with respect to the Subordinated Indebtedness, (iv) change the redemption, prepayment or put provisions of the Subordinated Indebtedness, (v) alter the subordination provisions with respect to the Subordinated Indebtedness, including, without limitation, subordinating the Subordinated Indebtedness to any other debt, (vi) shorten the maturity date period prior to redemption of any of the Subordinated Indebtedness or otherwise alter the repayment redemption terms of the Subordinated Indebtedness in a manner adverse to any Obligorthe Company, (vii) take any liens in any assets of any Obligor the Company or any of its Subsidiaries the Viking Guarantors or any other assets securing the Senior Indebtedness or (viii) obtain any guaranties or credit support from any Person which is an affiliate of any Obligor, or (ix) change or amend any other term of the Subordinated Indebtedness Documents if such change or amendment would increase the obligations of any Obligor the Company or confer additional material rights on any Subordinated Creditor or any other holder of the Subordinated Indebtedness in a manner adverse to any Obligorthe Company, Collateral Agent or LendersBuyers.
(b) Until the Senior Indebtedness is Paid in Full, no Subordinated Creditor shall, without the prior written consent of Collateral Agent, take or continue any action, or exercise any rights, remedies or powers in respect of any of the Series B-2 Stock or any other Subordinated Indebtedness or any Subordinated Indebtedness DocumentDocuments, or exercise or continue to exercise any other right or remedy at law or in equity that such Subordinated Creditor might otherwise possess, to collect any amount due and payable in respect of any Series B-2 Stock or any of the other Subordinated Indebtedness, including, without limitation, the acceleration of the Subordinated Indebtedness, the commencement of any action to enforce redemption of the Series B-2 Stock or payment or foreclosure on any lien or security interest, the filing of any petition in bankruptcy or the taking advantage of any other insolvency law of any jurisdiction (any of the foregoing, an “Enforcement Action”). If any Subordinated Creditor shall attempt to take any Enforcement Action or otherwise seek to collect or realize upon any of the Subordinated Indebtedness in violation of the terms hereof, the holders of the Senior Indebtedness may, by virtue of the terms hereof, restrain any such Enforcement Action or other action, either in its own name or in the name of the applicable ObligorCompany.
(c) Until the Senior Indebtedness is Paid in Full, any Liens of Subordinated Creditors in the Collateral which may exist in breach of each Subordinated Creditor's agreement pursuant to subsection 2.7(a)(vii) or Section 18 of this Agreement shall be and hereby are subordinated for all purposes and in all respects to the Liens of Collateral Agent and Lenders Buyers in the Collateral, regardless of the time, manner or order of perfection of any such Liens. In the event that any Subordinated Creditor obtains any Liens in the Collateral in violation of subsection 2.7(a)(vii) or Section 18 of this Agreement, Subordinated Creditors (i) shall (or shall cause their agent toagent) to promptly execute and deliver to Collateral Agent such termination statements and releases as Collateral Agent shall request to effect the release of the Liens of such Subordinated Creditor in such Collateral and (ii) shall be deemed to have authorized Collateral Agent to file any and all termination statements required by Collateral Agent in respect of such Liens. In furtherance of the foregoing, each Subordinated Creditor hereby irrevocably appoints Collateral Agent its attorney-in-fact, with full authority in the place and stead of such Subordinated Creditor and in the name of such Subordinated Creditor or otherwise, to execute and deliver any document or instrument which such Subordinated Creditor may be required to deliver pursuant to this subsection 2.7(c).
Appears in 1 contract
Restriction on Action by Subordinated Creditors. (a) Until the Senior Indebtedness Debt is Paid in Full and notwithstanding anything contained in Full, the Subordinated Indebtedness Documents, the Purchase Agreement, the other Loan Documents or the Permitted Refinancing Loan Documents to the contrary, no Subordinated Creditor shallCreditors shall not, without the prior written consent of Agentthe Senior Creditor Representative, agree to take any amendment, modification or supplement to the Subordinated Indebtedness Documents, the effect of which is to (i) increase the maximum principal amount of the Subordinated Indebtedness or rate of interest (or cash pay rate of interest) on any of the Subordinated Indebtedness, (ii) change to an earlier date, any date upon which payments of principal or interest on the Subordinated Indebtedness are due or otherwise front load the amortization of any of the Subordinated Indebtedness, (iii) change in a manner adverse to any Obligor or add any event of default or add or make more restrictive any covenant Collection Action with respect to the Subordinated IndebtednessDebt, except as expressly permitted in the following sentence or Section 2.2 or Section 3.2 hereof. Upon the earliest to occur of:
(iva) change the redemption, prepayment or put provisions passage of 180 days from the date the Senior Creditor Representative shall have received in accordance with Section 9 hereof a Subordinated Default Notice from the Subordinated Indebtedness, (v) alter the subordination provisions Creditor Representative and of its or any Subordinated Creditor’s intention to take any Collection Action with respect to any Subordinated Default described therein if such Subordinated Default shall not have been cured or waived within such period (herein, the “Standstill Period”);
(b) acceleration of the Senior Debt;
(c) the occurrence of any Proceeding with respect to any Loan Party or its assets; or
(d) September 17, 2015 (or such later date to which the Maturity Date (as such term is defined in the Subordinated IndebtednessCredit Agreement) is extended in writing by the Borrower and the Subordinated Creditors with written notice thereof to the Senior Creditor Representative); the Subordinated Creditors may, upon not less than 5 business days prior written notice to the Senior Creditor Representative, accelerate the Subordinated Debt or require the mandatory prepayment thereof or take any other Collection Action (other than exercising any rights or remedies with respect to any Collateral, which shall be subject to the terms and conditions of Section 3 hereof and the other terms of this Agreement, including, without limitation, subordinating Section 3.2 hereof); provided, however, that if following the Subordinated Indebtedness to any other debt, (vi) shorten the maturity date of any acceleration of the Subordinated Indebtedness or otherwise alter the repayment terms of the Subordinated Indebtedness Senior Debt as described in a manner adverse to any Obligor, (vii) take any liens in any assets of any Obligor or any of its Subsidiaries or any other assets securing the Senior Indebtedness or (viii) obtain any guaranties or credit support from any Person which is an affiliate of any Obligor, or (ix) change or amend any other term of the Subordinated Indebtedness Documents if such change or amendment would increase the obligations of any Obligor or confer additional material rights on any Subordinated Creditor or any other holder of the Subordinated Indebtedness in a manner adverse to any Obligor, Agent or Lenders.
clause (b) Until above such acceleration is rescinded, then all Collection Actions taken by the Senior Indebtedness Subordinated Creditors shall likewise be rescinded if such Collection Action is Paid based solely on clause (b) above. Such 5 business day notice may be given during the Standstill Period described in Fullclause (a) above, no provided that the Subordinated Creditor shall, without Creditors shall not be entitled to take any such actions until the prior written consent expiration of Agent, take or continue such Standstill Period with respect to actions initiated pursuant to clause (a) above. All Collection Actions taken by the Subordinated Creditors shall at all times be and remain subject to the terms of this Agreement and any action, or exercise any rights, remedies or powers and all payments and collections received by the Subordinated Creditors in respect of the Subordinated Indebtedness Debt pursuant to any Collection Action shall be paid over to the Senior Creditor Representative for application to the Payment in Full of the Senior Debt (whether or any Subordinated Indebtedness Documentnot then due) in such order and manner as set forth in the Bank Credit Agreement or as the Senior Creditors shall otherwise determine until all Senior Debt is Paid in Full. Notwithstanding the foregoing, or exercise or continue but subject to exercise any other right or remedy at law or in equity that such Subordinated Creditor might otherwise possess, to collect any amount due the terms and payable in respect conditions of any Subordinated Indebtedness, this Agreement (including, without limitation, the acceleration of Section 3 hereof), the Subordinated IndebtednessCreditors may vote, the commencement file proofs of any action claim, and otherwise act with respect to enforce payment or foreclosure on any lien or security interest, the filing of any petition in bankruptcy or the taking advantage of any other insolvency law of any jurisdiction (any of the foregoing, an “Enforcement Action”). If any Subordinated Creditor shall attempt to take any Enforcement Action or otherwise seek to collect or realize upon any of the Subordinated Indebtedness Debt in violation of the terms hereof, the holders of the Senior Indebtedness may, by virtue of the terms hereof, restrain any such Enforcement Action Proceeding involving any Loan Party or other action, either in its own name or in the name of the applicable Obligor.
(c) Until the Senior Indebtedness is Paid in Full, any Liens of Subordinated Creditors in the Collateral which may exist in breach of each Subordinated Creditor's agreement pursuant to subsection 2.7(a)(vii) or Section 18 of this Agreement shall be and hereby are subordinated for all purposes and in all respects assets to the Liens of Agent and Lenders in the Collateral, regardless of the time, manner or order of perfection of any such Liens. In the event that any Subordinated Creditor obtains any Liens in the Collateral in violation of subsection 2.7(a)(vii) or extent permitted by Section 18 of this Agreement, Subordinated Creditors (i) shall (or shall cause their agent to) promptly execute and deliver to Agent such termination statements and releases as Agent shall request to effect the release of the Liens of such Subordinated Creditor in such Collateral and (ii) shall be deemed to have authorized Agent to file any and all termination statements required by Agent in respect of such Liens. In furtherance of the foregoing, each Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Subordinated Creditor and in the name of such Subordinated Creditor or otherwise, to execute and deliver any document or instrument which such Subordinated Creditor may be required to deliver pursuant to this subsection 2.7(c)2.2 hereof.
Appears in 1 contract
Samples: Subordination and Intercreditor Agreement (World Acceptance Corp)
Restriction on Action by Subordinated Creditors. (a) Until Discharge of the Senior Indebtedness is Paid in Full Claims and notwithstanding anything contained in the Subordinated Indebtedness DocumentsShaar Notes, the Purchase Agreement, the other Loan Senior Lender Documents or the Permitted Refinancing Loan Documents Aether Note to the contrary, no Subordinated Creditor shallthe Shaar Purchasers shall not, without the prior written consent of AgentLaurus and Aether, agree to any amendment, modification or supplement to the Subordinated Indebtedness Junior Lending Documents, the effect of which is to (i) increase the maximum principal amount of the Subordinated Indebtedness indebtedness or rate of interest (or cash pay rate of interest) on any of the Subordinated Indebtedness, (ii) change to an earlier date, any date shorten the dates upon which payments of principal or interest on the Subordinated Indebtedness are due or otherwise front load the amortization of any of the Subordinated Indebtednessdue, (iii) change in a manner adverse to any Obligor or add any event of default or add or make more restrictive any covenant with respect to the Subordinated Indebtednesscovenant, (iv) change the redemption, prepayment or put provisions of the Subordinated Indebtednessprovisions, (v) alter the subordination provisions with respect to the Subordinated Indebtednessprovisions, including, without limitation, subordinating the Subordinated Indebtedness Shaar Notes to any other debt, (vi) shorten the maturity date of any of the Subordinated Indebtedness or otherwise alter the repayment terms of the Subordinated Indebtedness in a manner adverse to any Obligor, (vii) take any liens or security interests in any assets of any Obligor or any of its Subsidiaries subsidiaries or any other assets securing the Senior Indebtedness or (viii) obtain any guaranties or credit support from any Person which is an affiliate of any Obligor, or (ix) change or amend any other term of the Subordinated Indebtedness Junior Lender Documents or any document or instrument related thereto if such change or amendment would increase the obligations of any Obligor or confer additional material rights on any Subordinated Creditor or any other holder of the Subordinated Indebtedness Shaar Purchasers in a manner adverse to any Obligor, Agent Laurus or LendersAether.
(b) Until Discharge of the Senior Indebtedness is Paid in FullClaims, no Subordinated Creditor shallthe Shaar Purchasers shall not, without the prior written consent of Agenteach holder of outstanding Senior Indebtedness, take any action to collect, enforce payment or continue any actionaccelerate the Shaar Notes, or exercise any rights, remedies or powers in respect of the Subordinated Indebtedness remedies with respect to the Shaar Notes or any Subordinated Indebtedness Documentthat otherwise may be available to the Shaar Purchasers, or exercise or continue to exercise any other right or remedy either at law or in equity that such Subordinated Creditor might otherwise possess, to collect any amount due and payable in respect of any Subordinated Indebtedness, including, without limitation, the acceleration of the Subordinated Indebtedness, the commencement of any action to enforce payment or foreclosure on any lien or security interest, the filing of any petition in bankruptcy or the taking advantage of any other insolvency law of any jurisdiction (any of the foregoing, an “Enforcement Action”). If any Subordinated Creditor shall attempt to take any Enforcement Action or otherwise seek to collect or realize upon any of the Subordinated Indebtedness in violation of the terms hereof, the holders of the Senior Indebtedness may, by virtue of the terms hereof, restrain any such Enforcement Action or other action, either in its own name or in the name of the applicable Obligor.
(c) Until the Senior Indebtedness is Paid in Full, any Liens of Subordinated Creditors in the Collateral which may exist in breach of each Subordinated Creditor's agreement pursuant to subsection 2.7(a)(vii) or Section 18 of this Agreement shall be and hereby are subordinated for all purposes and in all respects to the Liens of Agent and Lenders in the Collateral, regardless of the time, manner or order of perfection of any such Liens. In the event that any Subordinated Creditor obtains any Liens in the Collateral in violation of subsection 2.7(a)(vii) or Section 18 of this Agreement, Subordinated Creditors (i) shall (or shall cause their agent to) promptly execute and deliver to Agent such termination statements and releases as Agent shall request to effect the release of the Liens of such Subordinated Creditor in such Collateral and (ii) shall be deemed to have authorized Agent to file any and all termination statements required by Agent in respect of such Liens. In furtherance of the foregoing, each Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Subordinated Creditor and in the name of such Subordinated Creditor judicial proceedings or otherwise, to execute and deliver any document or instrument which such Subordinated Creditor may be required to deliver pursuant to this subsection 2.7(c).
Appears in 1 contract
Samples: Subordination and Intercreditor Agreement (Bio Key International Inc)
Restriction on Action by Subordinated Creditors. (a) Until the Senior Indebtedness is Paid in Full and notwithstanding anything contained in the Subordinated Indebtedness Documents, the Purchase Loan Agreement, the other Loan Documents or the Permitted Refinancing Loan Documents to the contrary, no Subordinated Creditor shall, without the prior written consent of Administrative Agent, agree to any amendment, restatement, modification or supplement to the Subordinated Indebtedness Documents, the effect of which is to (i) increase the maximum principal amount of the Subordinated Indebtedness or Indebtedness, (ii) increase the rate of interest (or cash pay rate of interest) on any of the Subordinated Indebtedness, (iiiii) change to an earlier date, any date shorten the dates upon which payments of principal or interest on the Subordinated Indebtedness are due or otherwise front load the amortization of any of the Subordinated Indebtednessdue, (iiiiv) change in a manner adverse to any Obligor or add any event of default default, or add or make more restrictive any covenant with respect to the Subordinated Indebtedness, (ivv) change the redemption, conversion, prepayment or put provisions of the Subordinated IndebtednessIndebtedness (including, without limitation, the Conversion Price (as defined in the Subordinated Debentures as in effect on the date hereof)), (vvi) alter the subordination provisions with respect to the Subordinated IndebtednessIndebtedness or any Lien securing the same, including, without limitation, subordinating the Subordinated Indebtedness or any Lien securing the same to any other debtindebtedness, (vivii) shorten the maturity date of any of the Subordinated Indebtedness or otherwise alter the repayment terms of the Subordinated Indebtedness in a manner adverse in any material respect to any Obligor, (viiviii) take any liens in Liens on any assets Property of any Obligor, any Subsidiary of any Obligor or any of its Subsidiaries or any other assets securing Person, except for the Senior Indebtedness or Liens granted pursuant to the Subordinated Security Agreement (viiias in effect on the date hereof), (ix) obtain any guaranties or credit support from any Person, unless (A) Administrative Agent shall have consented to the delivery of such guaranty or credit support, (B) Administrative Agent and Lenders have obtained a guaranty or credit support, as the case may be, in respect of the Senior Indebtedness from such Person which and (C) such Person’s obligations in respect of such guaranty or credit support, as the case may be, in favor of the Subordinated Creditors in respect of the Subordinated Indebtedness is an affiliate subordinated to its obligations in respect of any Obligorthe Senior Indebtedness on the same terms and to the same extent that the Subordinated Indebtedness is subordinated to the Senor Indebtedness pursuant the terms of this Agreement, or (ixx) change or amend any other term of the Subordinated Indebtedness Documents if such change or amendment would increase the obligations of any Obligor or confer additional material rights on any Subordinated Creditor or any other holder of the Subordinated Indebtedness in a manner adverse to any Obligor, Administrative Agent or Lenders.
(b) Until the Senior Indebtedness is Paid in Full, no Subordinated Creditor shall, without the prior written consent of Administrative Agent, take any action to collect, enforce payment or continue accelerate any actionof the Subordinated Indebtedness, or exercise any rightsof the remedies with respect to the Subordinated Indebtedness set forth in any of the Subordinated Indebtedness Documents or that otherwise may be available to any Subordinated Creditor, remedies either at law or powers in equity, by judicial proceedings (including by filing a Proceeding) or otherwise including, without limitation, taking any action under applicable law (including the UCC or PPSA) to foreclose upon, take possession of or sell any Lender Collateral (an “Enforcement Action”), except as provided in the following sentence. Subject in any event to the terms and provisions of Section 21, upon the earliest to occur of:
(i) the passage of one hundred and twenty (120) days from the date of Administrative Agent’s receipt of a Subordinated Default Notice that includes a statement that Subordinated Creditors are commencing the one hundred and twenty (120) day standstill period provided for herein if the Subordinated Default described therein shall not have been cured or waived within such period;
(ii) acceleration of the Senior Indebtedness (provided, that if, following any such acceleration of the Senior Indebtedness, such acceleration in respect of the Senior Indebtedness is rescinded, then all Enforcement Actions taken by any Subordinated Creditor shall likewise be rescinded if (A) such Enforcement Actions are based solely on a cross-acceleration to the Senior Indebtedness and (B) no Subordinated Creditor shall have any right under any other clause of this subsection 2.7(b) to take any Enforcement Actions; provided, further, that any such rescission in respect of Enforcement Actions taken by any Subordinated Creditor shall only take effect to the extent such Enforcement Actions can reasonably be rescinded without impairing in any material respect or otherwise adversely affecting in any material respect the validity or enforceability of the Subordinated Indebtedness or any Subordinated Indebtedness Documentsubstantial part thereof);
(iii) the occurrence of a Proceeding (provided, or exercise or continue to exercise any other right or remedy at law or in equity that if such Subordinated Creditor might otherwise possess, to collect any amount due and payable in respect of any Subordinated Indebtedness, including, without limitationProceeding is dismissed, the acceleration corresponding prohibition Subordinated Creditors taking any Enforcement Action shall automatically be reinstated as of the date of dismissal as if such Proceeding had not been initiated, unless Subordinated Indebtedness, Creditors shall have the commencement of any action to enforce payment or foreclosure on any lien or security interest, the filing of any petition in bankruptcy or the taking advantage of any other insolvency law of any jurisdiction (any of the foregoing, an “Enforcement Action”). If any Subordinated Creditor shall attempt right to take any Enforcement Action under another clause of this subsection 2.7(b); provided, further, that (A) such reinstatement shall not affect the running of the one hundred and twenty (120) day period under clause (a) above to the extent the Subordinated Default giving rise thereto is not based on an acceleration of the Senior Indebtedness or the initiation of such Proceeding, and (B) any such reinstatement shall only take effect to the extent that any Enforcement Actions commenced by any Subordinated Creditor prior thereto can reasonably be rescinded without impairing in any material respect or otherwise seek adversely affecting in any material respect the validity or enforceability of the Subordinated Indebtedness); or
(iv) Payment in Full of the Senior Indebtedness; Subordinated Creditors may, upon (i) five (5) Business Days’ prior written notice to collect or realize upon any Administrative Agent and (ii) such required prior written notice to Carbiz Parent as is required by the terms of the Subordinated Indebtedness Documents, take Enforcement Actions; provided, that (x) no such notice shall be required in violation the case of the terms hereofany Enforcement Action permitted to be taken under clauses (iii) or (iv) of this subsection 2.7(b), the holders of the Senior Indebtedness may, by virtue of the terms hereof, restrain and (y) any such notice given with respect to Enforcement Action or other action, either in its own name or in the name of the applicable Obligor.
(c) Until the Senior Indebtedness is Paid in Full, any Liens of Subordinated Creditors in the Collateral which may exist in breach of each Subordinated Creditor's agreement pursuant Actions permitted to subsection 2.7(a)(vii) or Section 18 of this Agreement shall be and hereby are subordinated for all purposes and in all respects to the Liens of Agent and Lenders in the Collateral, regardless of the time, manner or order of perfection of any such Liens. In the event that any Subordinated Creditor obtains any Liens in the Collateral in violation of subsection 2.7(a)(vii) or Section 18 of this Agreement, Subordinated Creditors taken under clause (i) shall (or shall cause their agent to) promptly execute and deliver to Agent such termination statements and releases as Agent shall request to effect the release of the Liens of such Subordinated Creditor in such Collateral and (ii) shall be deemed to have authorized Agent to file any and all termination statements required by Agent in respect of such Liens. In furtherance of the foregoingthis subsection 2.7(b), each Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Subordinated Creditor and in the name of such Subordinated Creditor or otherwise, to execute and deliver any document or instrument which such Subordinated Creditor may be required to deliver pursuant to this subsection 2.7(cgiven at any time following, but no earlier than five (5) Business Days prior to, the end of any applicable one hundred and twenty (120) day period).
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Samples: Subordination and Intercreditor Agreement (Carbiz Inc)
Restriction on Action by Subordinated Creditors. (a) A. Until the Senior Indebtedness (other than Excess Senior Indebtedness) is Paid in Full and notwithstanding anything contained in the Subordinated Indebtedness Documents, the Purchase Credit Agreement, the other Loan Documents or the Permitted Refinancing Loan Documents to the contrary, no Subordinated Creditor shall, without the prior written consent of Senior Agent, agree to any amendment, modification or supplement to the Subordinated Indebtedness Documents, the effect of which is to (i) increase the maximum principal amount of the Subordinated Indebtedness (other than as a result of the capitalization of Permitted Subordinated PIK Amounts and default interest in the manner prescribed by and in accordance with the terms of the Subordinated Indebtedness Documents as in effect on the date hereof or rate in accordance with clause (ii) of interest (this subsection 2.7A) or cash pay rate of interest) interest on any of the Subordinated Indebtedness, (ii) change to an earlier dateincrease the paid-in-kind rate of interest on any of the Subordinated Indebtedness by more than 200 basis points of the applicable rate set forth in the Subordinated Indebtedness Documents, as in effect on the date hereof (excluding any imposition of default interest at the default rate set forth in the Subordinated Indebtedness Documents, as in effect on the date hereof), (iii) advance the dates upon which payments of principal or interest on the Subordinated Indebtedness are due or otherwise front load the amortization of any of the Subordinated Indebtednessdue, (iiiiv) change in a manner adverse to any Obligor or add or make more restrictive any event of default or add or make more restrictive any covenant with respect (except to the extent such change or addition to any Subordinated IndebtednessIndebtedness Document merely mirrors any change or addition permitted to be made, and actually made, to the Loan Documents (or Permitted Refinancing Loan Documents), provided that to the extent relevant, each change or addition to such Subordinated Indebtedness Document is less restrictive by a margin corresponding to that reflected in the covenants or similar provision in the Loan Documents and Subordinated Indebtedness Documents as of the date hereof, it being agreed that any change or addition which materially increases the obligations of the Obligor or confers additional material rights on the Subordinated Creditors in a manner adverse to any Obligor, the Senior Agent or the Lenders shall nonetheless be permitted to the extent made in compliance with this parenthetical clause), (ivv) change in a manner adverse to an Obligor the repayment, redemption, prepayment or put provisions of the Subordinated Indebtedness, (vvi) alter the subordination provisions with respect to the Subordinated Indebtedness, including, without limitation, subordinating the Subordinated Indebtedness to any other debt, (vi) shorten the maturity date of any of the Subordinated Indebtedness or otherwise alter the repayment terms of the Subordinated Indebtedness in a manner adverse to any Obligor, (vii) take any liens Liens in any assets of any Obligor or any of its Subsidiaries subsidiaries or any other assets securing the Senior Indebtedness or other than Liens securing the Second Lien Loans and judgment Liens obtained pursuant to an Enforcement Action permitted hereunder (“Permitted Judgment Liens”), (viii) obtain any guaranties or credit support from any Person which is an affiliate other than the Obligors except to the extent that substantially contemporaneously with Subordinated Creditors’ obtaining the same, Senior Agent obtains the benefit of any Obligorguaranties of or credit support for the Senior Indebtedness, as the case may be, from such Persons or (ix) change or amend impose any new fees that are payable on a recurring basis, it being understood that fees payable in connection with waivers, amendments, extensions of new credit and other term of the Subordinated Indebtedness Documents if such change or amendment would increase the obligations of any Obligor or confer additional material rights on any Subordinated Creditor or any other holder of the Subordinated Indebtedness in a manner adverse to any Obligor, Agent or Lendersevents are not prohibited by this clause (ix).
(b) B. Until the Senior Indebtedness (other than Excess Senior Indebtedness) is Paid in Full, no Subordinated Creditor shall, without the prior written consent of Senior Agent, take any Enforcement Action, except as provided in the following sentence. Upon the earliest to occur of:
(i) the passage of one hundred fifty (150) days from the date of Senior Agent’s receipt of a Subordinated Default Notice if the Subordinated Default described therein shall not have been cured or continue waived within such period;
(ii) acceleration of all or any actionportion of the Senior Indebtedness (provided, or exercise however, that if, following any rightssuch acceleration of the Senior Indebtedness, remedies or powers such acceleration in respect of the Senior Indebtedness is rescinded, then all Enforcement Actions taken by Subordinated Indebtedness or any Creditors shall likewise be rescinded if such Enforcement Actions are based on this clause (ii) and Subordinated Indebtedness Document, or exercise or continue to exercise Creditors shall have no right under any other right or remedy at law or in equity that such Subordinated Creditor might otherwise possess, to collect any amount due and payable in respect clause of any Subordinated Indebtedness, including, without limitation, the acceleration of the Subordinated Indebtedness, the commencement of any action to enforce payment or foreclosure on any lien or security interest, the filing of any petition in bankruptcy or the taking advantage of any other insolvency law of any jurisdiction (any of the foregoing, an “Enforcement Action”). If any Subordinated Creditor shall attempt this subsection 2.7B to take any Enforcement Action Action; provided, further, that any such rescission in respect of Enforcement Actions taken by Subordinated Creditors shall only take effect to the extent such rescission will not permanently preclude the Subordinated Creditors from taking such Enforcement Action;
(iii) the filing of a voluntary Proceeding by an Obligor, or otherwise seek to collect the entry of an order of relief in an involuntary Proceeding against an Obligor;
(iv) the breach by the Senior Agent or realize upon any Lender of subsection 3(b) and the failure of the Senior Agent or such Lender to cure such breach within thirty (30) days following the receipt of written notice of such breach from a Subordinated Indebtedness Creditor;
(v) (x) the sale of greater than fifty percent (50%) of the consolidated assets of the Obligors (whether by merger, consolidation, recapitalization, sale of assets or otherwise) or any agreement or arrangement with respect thereto is entered into by any Obligor or approved by the board of directors or similar governing body or the stockholders of any Obligor in violation of the terms hereofof the Subordinated Note Purchase Agreement or (y) any judicial action by Senior Agent or any Lender to foreclose upon greater than fifty percent (50%) of the Collateral securing the Senior Indebtedness; and
(vi) June 7, 2015 or such later date as Subordinated Creditors and Obligors may expressly agree in writing that the holders Subordinated Notes shall mature and otherwise in accordance with the terms of the Subordinated Note Purchase Agreement, Subordinated Creditors may, upon five (5) Business Days’ prior written notice to Senior Agent (which notice in respect of Enforcement Actions taken pursuant to clause (i) above may be given during such one hundred fifty (150) day period), take any Enforcement Action in its capacity as an unsecured creditor or to enforce any Permitted Judgment Lien; provided that no Subordinated Creditor shall take any Enforcement Action in its capacity as a secured creditor, including without limitation in its capacity as a Second Lien Creditor, until the Senior Indebtedness may(other than Excess Senior Indebtedness) is Paid in Full. Notwithstanding anything contained herein to the contrary, by virtue nothing herein shall impair the ability of the terms hereof, restrain any such Enforcement Action or other action, either in its own name or in the name of the applicable ObligorSecond Lien Creditors to exercise rights available to unsecured creditors.
(c) C. Until the Senior Indebtedness (other than Excess Senior Indebtedness) is Paid in Full, any Liens of Subordinated Creditors in the Collateral which may exist in breach of each Subordinated Creditor's agreement pursuant to subsection 2.7(a)(vii) or Section 18 of this Agreement shall be and hereby are subordinated for all purposes and in all respects to the Liens of Senior Agent and Lenders in the Collateral, regardless of the time, manner or order of perfection of any such Liens. In the event that any Subordinated Creditor obtains any Liens in the Collateral in violation of subsection 2.7(a)(vii2.7A(viii) or Section 18 of this Agreement, Subordinated Creditors (i) shall (or shall cause their agent the Subordinated Creditors to) promptly execute and and/or deliver to Senior Agent such termination statements and releases as Senior Agent shall reasonably request to effect the release of the Liens of such Subordinated Creditor in such Collateral and (ii) shall be deemed to have authorized Senior Agent to file any and all such termination statements required by Senior Agent in respect of such Liens. In furtherance of the foregoing, each Subordinated Creditor hereby irrevocably appoints Senior Agent as its attorney-in-fact, with full authority in the place and stead of such Subordinated Creditor and in the name of such Subordinated Creditor or otherwise, to execute and deliver any document or instrument which such Subordinated Creditor may be required to deliver pursuant to this subsection 2.7(c2.7C.
D. Notwithstanding anything to the contrary contained in this Section 2.7, no Subordinated Creditor shall, prior to the Payment in Full of the Senior Indebtedness (other than Excess Senior Indebtedness), take any Enforcement Action to exercise on or otherwise enforce any Permitted Judgment Lien, or exercise any other rights or remedies solely in respect thereof (whether in the nature of foreclosure, any action described in clause (f) of the definition of Enforcement Action, taking possession of any Collateral, exercising voting rights in respect of any equity securities constituting Collateral or otherwise and whether any such rights and remedies exist under the Subordinated Indebtedness Documents, at law or otherwise; provided, however, nothing herein shall prohibit any Subordinated Creditor from (i) exercising rights available to an unsecured creditor (other than those prohibited by Section 18), (ii) enforcing its right for such Permitted Judgment Lien to attach to the proceeds of any disposition of Collateral and defend the validity, enforceability and perfected status of such Permitted Judgment Lien). Each Subordinated Creditor hereby agrees that, in connection with its status as a holder of Permitted Judgment Liens, it will, at any time and from time to time promptly upon the written request of Senior Agent, release or otherwise terminate its Permitted Judgment Lien upon a particular item or items of Collateral to the extent such Collateral is sold or otherwise disposed of (i) by the holders of Senior Indebtedness (or any representative thereof), by strict foreclosure or by the record owner thereof with the consent of the Senior Agent, (ii) by an Obligor as permitted under the Subordinated Note Purchase Agreement or by an Obligor with the consent of the Senior Agent while a Senior Payment Default or Senior Covenant Default is continuing, provided that no Subordinated Creditor shall be under any obligation to release its Permitted Judgment Lien on such Collateral under this clause (ii) unless (x) the Net Cash Proceeds of the sale or disposition are applied to permanently reduce the amount of Senior Indebtedness outstanding (or to provide cash collateral for letters of credit issued under the Credit Agreement or Permitted Refinancing Loan Documents if no loans are outstanding thereunder), and (y) the Subordinated Creditors are permitted to retain a Permitted Judgment Lien subordinated hereunder on any Net Cash Proceeds from the disposition of such Collateral in excess of the Senior Indebtedness outstanding, (iii) by a Subordinated Creditor with the written consent of Senior Agent or (iv) pursuant to Section 363 of the Bankruptcy Code as consented to by Senior Agent; provided that no Subordinated Creditor shall be under any obligation to release its Permitted Judgment Lien on such Collateral under this clause (iv) unless (x) the Net Cash Proceeds of the sale or disposition are applied to permanently reduce the amount of Senior Indebtedness outstanding (or to provide cash collateral for letters of credit issued under the Credit Agreement or Permitted Refinancing Loan Documents if no loans are outstanding thereunder), and (y) the Subordinated Creditors are permitted to retain a Permitted Judgment Lien subordinated hereunder on any Net Cash Proceeds from the disposition of such Collateral in excess of the Senior Indebtedness outstanding.
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