Stock Pledge Agreements. The U.S. Stock Pledge Agreement and the Sintel Stock Pledge Agreement. Subordinated Debt. Indebtedness incurred by the Parent which has been subordinated to the Obligations; provided that (a) at the time such Subordinated Debt is incurred, no Default or Event of Default has occurred or would occur (including under ss.8.1 hereof) as a result of such incurrence, and the Parent shall have provided the Banks with a calculation of the Leverage Ratios required by ss.8.1 hereof showing compliance therewith on a pro forma basis taking into account the incurrence of such Subordinated Debt, and (b) the documentation evidencing such Subordinated Debt shall have been delivered to the Agent and shall contain all of the following characteristics: (i) it shall be unsecured, (ii) it shall bear a market rate of interest, (iii) it shall have an average weighted maturity of at least seven (7) years, (iv) it shall not require principal repayments thereof prior to the Maturity Date, (v) it shall have financial covenants (including covenants relating to incurrence of indebtedness) which are meaningfully less restrictive than those set forth herein, (vi) it shall have no restrictions on the Parent's or any of its Subsidiaries' ability to grant liens securing indebtedness ranking senior to such Subordinated Debt, (vii) it shall permit the incurrence of senior indebtedness under this Credit Agreement (and under any refinancings hereof) in a principal amount at least equal to the Total Commitment hereunder at the time of incurrence of such Subordinated Debt minus any mandatory or optional reductions thereof plus $25,000,000, (viii) it may be cross-accelerated with the Obligations and other senior indebtedness of the Borrowers (but shall not be cross-defaulted except for payment defaults which the senior lenders have not waived) and may be accelerated upon bankruptcy, (ix) it shall provide that (A) upon any payment or distribution of the assets of the Parent or its Subsidiaries (including after the commencement of a bankruptcy proceeding) of any kind or character, all of the Obligations (including interest accruing after the commencement of any bankruptcy proceeding at the rate specified for the applicable Obligation, whether or not such interest is an allowable claim in any such proceeding) shall be paid in full prior to any payment being received by the holders of the Subordinated Debt and (B) until all of the Obligations (including the interest described in subclause (A) above) are paid in full, any payment or distribution to which the holders of the Subordinated Debt would be entitled but for the subordination provisions of the type described in clauses (x) and (xi) hereof shall be made to the holders of the Obligations, (x) it shall provide that in the event of a payment default under ss.12.1(a) or (b) hereof, the Parent shall not be required to pay the principal of, or any interest, fees and all other amounts payable with respect to the Subordinated Debt until the Obligations have been paid in full in cash, (xi) it shall provide that in the event of any other Event of Default, the Banks shall be permitted to block payments of principal, interest, fees and all other amounts payable with respect to the Subordinated Debt for a period of 180 days, and (xii) it shall acknowledge that none of the provisions outlined in part (b) of this definition can be amended, modified or otherwise altered without the prior written consent of the Banks.
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Stock Pledge Agreements. The U.S. Stock Pledge Agreement and the Sintel Stock Pledge Agreement. Subordinated Debt. Indebtedness incurred by the Parent which has been subordinated to the Obligations; provided that (a) at the time such Subordinated Debt is incurred, no Default or Event of Default has occurred or would occur (including under ss.8.1 hereof) as a result of such incurrence, and the Parent The Borrower shall have provided duly authorized, executed and delivered a share mortgage in a form to be agreed prior to the Banks with a calculation Initial Borrowing Date pledging the share capital of the Leverage Ratios required by ss.8.1 hereof showing compliance therewith on a pro forma basis taking into account the incurrence of such Subordinated DebtMercury Cayman III, and (b) the documentation evidencing such Subordinated Debt Borrower shall have been duly authorized, executed and delivered a share mortgage, pledging the share capital of Mercury Cayman II, (c) Inversiones Zapallar shall have duly authorized, executed and delivered a share mortgage, pledging the share capital of Mercury Cayman I, (d) Mercury Cayman II shall have duly authorized, executed and delivered a share mortgage, pledging the share capital of Mercury Cayman I, (e), Inversiones Cachagua shall have duly authorized, executed and delivered a stock pledge agreement (Contrato de Prenda sobre Acciones), in a form to be agreed prior to the Initial Borrowing Date and (f) Mercury Cayman III shall have duly authorized, executed and delivered a stock pledge agreement (Contrato de Prenda sobre Acciones), in a form to be agreed prior to the Ini tial Borrowing Date (each, as amended, modified or supplemented from time to time, a "Stock Pledge Agreement"), and shall have delivered to the Agent and shall contain all of the following characteristics: (i) it shall be unsecuredSecured Party, (ii) it shall bear a market rate of interest, (iii) it shall have an average weighted maturity of at least seven (7) years, (iv) it shall not require principal repayments thereof prior to the Maturity Date, (v) it shall have financial covenants (including covenants relating to incurrence of indebtedness) which are meaningfully less restrictive than those set forth herein, (vi) it shall have no restrictions on the Parent's or any of its Subsidiaries' ability to grant liens securing indebtedness ranking senior to such Subordinated Debt, (vii) it shall permit the incurrence of senior indebtedness under this Credit Agreement (and under any refinancings hereof) in a principal amount at least equal to the Total Commitment hereunder at the time of incurrence of such Subordinated Debt minus any mandatory or optional reductions thereof plus $25,000,000, (viii) it may be cross-accelerated with the Obligations and other senior indebtedness of the Borrowers (but shall not be cross-defaulted except for payment defaults which the senior lenders have not waived) and may be accelerated upon bankruptcy, (ix) it shall provide that (A) upon any payment or distribution of the assets of the Parent or its Subsidiaries (including after the commencement of a bankruptcy proceeding) of any kind or characteras Secured Party thereunder, all of the Obligations (including interest accruing after Pledged Securities referred to therein and owned by such Person, together with satisfactory evidence of all annotations in the commencement stock registry books or registers of any bankruptcy proceeding at the rate specified for the applicable Obligationmortgages and charges, whether or not such interest is an allowable claim in any such proceeding) shall be paid in full prior to any payment being received by the holders as applicable, of the Subordinated Debt and (B) until all issuers of the Obligations (including the interest described in subclause (A) above) are paid in full, any payment or distribution to which the holders of the Subordinated Debt would be entitled but for the subordination provisions of the type described in clauses (x) and (xi) hereof shall be made to the holders of the Obligations, (x) it shall provide that in the event of a payment default under ss.12.1(a) or (b) hereof, the Parent shall not be required to pay the principal of, or any interest, fees Pledged Securities and all other amounts payable with respect annotations necessary to grant a first priority lien on the Pledged Securities; provided, however, that to the Subordinated Debt until extent that the Obligations have been paid in full in cash, (xi) it shall provide that in the event of Post-Closing Collateral Conditions expressly permit any other Event of Default, the Banks shall be permitted to block payments of principal, interest, fees and all other amounts payable with respect to the Subordinated Debt for a period of 180 days, and (xii) it shall acknowledge that none of the provisions outlined preceding actions to be taken at a time later than that specified in part (b) of this definition can be amendedparagraph, modified or otherwise altered without the prior written consent of the Bankssuch later time shall apply.
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Stock Pledge Agreements. The U.S. Stock Pledge Agreement and the Sintel Stock Pledge Agreement. Subordinated Debt. Indebtedness incurred by the Parent which has been subordinated to the Obligations; provided that (a) at the time such Subordinated Debt is incurred, no Default or Event of Default has occurred or would occur (including under ss.8.1 hereof) as a result of such incurrence, and the Parent shall have provided the Banks with a calculation of the Leverage Ratios required by ss.8.1 hereof showing compliance therewith on a pro forma basis taking into account the incurrence of such Subordinated Debt, and (b) The Borrower agrees that it will, at its sole expense, (i) without any request by the documentation evidencing such Subordinated Debt shall have been Lender, immediately deliver, or cause to be delivered to the Agent Lender, in due form for transfer (e.g., endorsed in blank or accompanied by duly executed blank stock or bond powers), all securities (including those hereafter acquired), chattel paper, instruments and shall contain documents of title, if any, at any time representing all or any of the following characteristics: (i) it shall be unsecuredCollateral, (ii) it without request by the Lender, cause the Lender's security interest under the Loan Documents to be at all times duly noted on any certificate of title issuable with respect to any of the Collateral and forthwith deliver or cause to be delivered to the Lender each such certificate of title provided, that this section shall bear not apply to motor vehicles with a market rate of interestpurchase price less than $50,000 individually and $200,000 in the aggregate, and (iii) it shall have an average weighted maturity of at least seven (7) yearsupon the Lender's request, (iv) it shall not require principal repayments thereof prior forthwith execute and deliver, or cause to be executed and delivered to the Maturity DateLender, in due form for filing or recording (v) it shall have financial covenants (including covenants relating the Borrower hereby agreeing to incurrence pay the cost of indebtedness) which are meaningfully less restrictive than those set forth hereinfiling or recording the same in all public offices deemed necessary by the Lender), (vi) it shall have no restrictions on such assignments, security agreements, mortgages, deeds of trust, pledge agreements, warehouse receipts, bailee letters, consents, waivers, financing statements, stock or bond powers and other documents, and do such other acts and things, all as the Parent's or any of its Subsidiaries' ability Lender may from time to grant liens securing indebtedness ranking senior time reasonably request, to such Subordinated Debt, (vii) it shall permit the incurrence of senior indebtedness under this Credit Agreement (establish and under any refinancings hereof) in a principal amount at least equal maintain to the Total Commitment hereunder at the time of incurrence of such Subordinated Debt minus any mandatory or optional reductions thereof plus $25,000,000Lender's satisfaction a valid, (viii) it may be cross-accelerated with the Obligations and other senior indebtedness of the Borrowers (but shall not be cross-defaulted except for payment defaults which the senior lenders have not waived) and may be accelerated upon bankruptcy, (ix) it shall provide that (A) upon any payment or distribution of the assets of the Parent or its Subsidiaries (including after the commencement of a bankruptcy proceeding) of any kind or character, first perfected security interest in all of the Obligations Borrower's present and/or future assets (including interest accruing after the commencement free of any bankruptcy proceeding at the rate specified for the applicable Obligation, whether or not such interest is an allowable claim in any such proceedingall other Liens whatsoever except Permitted Liens) shall be paid in full prior to any secure payment being received by the holders of the Subordinated Debt Liabilities. The Borrower hereby irrevocably makes, constitutes and appoints the Lender (B) until all of the Obligations (including the interest described in subclause (A) above) are paid in full, any payment or distribution to which the holders of the Subordinated Debt would be entitled but for the subordination provisions of the type described in clauses (x) and (xi) hereof shall be made to the holders of the Obligations, (x) it shall provide that in the event of a payment default under ss.12.1(a) or (b) hereof, the Parent shall not be required to pay the principal of, or any interest, fees and all other amounts payable with respect persons designated by the Lender for that purpose) as the Borrower's true and lawful agent and attorney-in-fact to sign the Subordinated Debt until Borrower's name on any such agreements, instruments and documents referred to in clause (iii) above and to deliver such agreements, instruments and documents to such Persons as the Obligations have been paid Lender in full in cash, (xi) it shall provide that in the event of any other Event of Default, the Banks shall be permitted to block payments of principal, interest, fees and all other amounts payable with respect to the Subordinated Debt for a period of 180 days, and (xii) it shall acknowledge that none of the provisions outlined in part (b) of this definition can be amended, modified or otherwise altered without the prior written consent of the Banksits sole discretion may elect.
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Samples: Secured Credit Agreement (Wells Gardner Electronics Corp)
Stock Pledge Agreements. The U.S. Stock Pledge Agreement and the Sintel Stock Pledge Agreement. Subordinated Debt. Indebtedness incurred by the Parent which has been subordinated to the Obligations; provided that (a) at the time such Subordinated Debt is incurred, no Default or Event of Default has occurred or would occur (including under ss.8.1 hereof) as a result of such incurrence, and the Parent Mercury Cayman IV shall have provided duly authorized, executed and delivered a legal mortgage in respect of all the Banks with outstanding shares of Mercury Cayman Co. II, Ltd. and a calculation pledge agreement in respect of the Leverage Ratios required its intercompany note issued by ss.8.1 hereof showing compliance therewith on a pro forma basis taking into account the incurrence of such Subordinated DebtMercury Cayman Co. I, and Ltd.; (b) the documentation evidencing such Subordinated Debt Mercury Cayman III shall have been duly authorized, executed and delivered a stock pledge agreement, in a form to be agreed prior to the Initial Borrowing Date, with respect to all of the shares of Gener (or ADS Shares in respect thereof) and shall have delivered to the Collateral Agent, as Collateral Agent and shall contain all of the following characteristics: (i) it shall be unsecured, (ii) it shall bear a market rate of interest, (iii) it shall have an average weighted maturity of at least seven (7) years, (iv) it shall not require principal repayments thereof prior to the Maturity Date, (v) it shall have financial covenants (including covenants relating to incurrence of indebtedness) which are meaningfully less restrictive than those set forth herein, (vi) it shall have no restrictions on the Parent's or any of its Subsidiaries' ability to grant liens securing indebtedness ranking senior to such Subordinated Debt, (vii) it shall permit the incurrence of senior indebtedness under this Credit Agreement (and under any refinancings hereof) in a principal amount at least equal to the Total Commitment hereunder at the time of incurrence of such Subordinated Debt minus any mandatory or optional reductions thereof plus $25,000,000, (viii) it may be cross-accelerated with the Obligations and other senior indebtedness of the Borrowers (but shall not be cross-defaulted except for payment defaults which the senior lenders have not waived) and may be accelerated upon bankruptcy, (ix) it shall provide that (A) upon any payment or distribution of the assets of the Parent or its Subsidiaries (including after the commencement of a bankruptcy proceeding) of any kind or characterthereunder, all of the Obligations (including interest accruing after Pledged Securities referred to therein and owned by such Person, together with satisfactory evidence of all annotations in the commencement of any bankruptcy proceeding at the rate specified for the applicable Obligation, whether or not such interest is an allowable claim in any such proceeding) shall be paid in full prior to any payment being received by the holders stock registry books of the Subordinated Debt and (B) until all issuers of the Obligations (including the interest described in subclause (A) above) are paid in full, any payment or distribution to which the holders of the Subordinated Debt would be entitled but for the subordination provisions of the type described in clauses (x) and (xi) hereof shall be made to the holders of the Obligations, (x) it shall provide that in the event of a payment default under ss.12.1(a) or (b) hereof, the Parent shall not be required to pay the principal of, or any interest, fees Pledged Securities and all other amounts payable with annotations necessary to grant a first priority lien on the Pledged Securities; and (c) the Principal Guarantor shall have duly authorized, executed and delivered a stock pledge agreement in respect of all of its shares of Gener and a legal mortgage in respect of all the outstanding shares of Mercury Cayman III, each in a form to be agreed prior to the Subordinated Debt until the Obligations have been paid in full in cashInitial Borrowing Date (each, (xi) it shall provide that in the event of any other Event of Default, the Banks shall be permitted to block payments of principal, interest, fees and all other amounts payable with respect to the Subordinated Debt for a period of 180 days, and (xii) it shall acknowledge that none of the provisions outlined in part (b) of this definition can be as amended, modified or otherwise altered without supplemented from time to time, a "Stock Pledge Agreement"), and shall have delivered to the prior written consent Collateral Agent, as Collateral Agent thereunder, all of the BanksPledged Securities referred to therein and owned by such Person, together with satisfactory evidence of all annotations in the stock registry books or register of members, as applicable, of the issuers of the Pledged Securities and all other annotations necessary to grant a first priority lien on the Pledged Securities; provided, however, that to the extent that the Post-Closing Collateral Conditions expressly permit any of the preceding actions to be taken at a time later than that specified in this paragraph, such later time shall apply.
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