Common use of Restriction on Action by Subordinated Creditors Clause in Contracts

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.

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.

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.

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.

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.any

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.

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.

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

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).

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.

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.