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Common use of Subordinated Indebtedness Clause in Contracts

Subordinated Indebtedness. The GWG Parties will not, without the prior written consent of the Agent and the Lenders (i) make any payments in respect of outstanding Subordinated Indebtedness Debenture or cause the issuance of any additional Subordinated Indebtedness Debenture, if at the time of such proposed payment or issuance an Event of Default, Potential Event of Default or Termination Event exists or would result therefrom, (ii) issue any Subordinated Indebtedness Debenture other than Life Notes issued by GWG Life Settlements pursuant to the Note Issuance and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the Agent and the Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, (iii) issue or permit the transfer of any Subordinated Indebtedness Debenture except in accordance with the terms and conditions of the applicable Subordinated Indebtedness Issuance Agreement and in a manner consistent with the disclosures made in the applicable Subordinated Indebtedness Prospectus including, without limitation, in each case the transfer restrictions therein or (iv) permit any Subordinated Indebtedness Issuance Agreement, Subordinated Indebtedness Prospectus or Subordinated Indebtedness Debenture to be amended, supplemented or otherwise modified except for amendments, supplements and other modifications that (I) are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or (II) do not have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit and Security Agreement (GWG Holdings, Inc.), Credit and Security Agreement (GWG Holdings, Inc.)

Subordinated Indebtedness. The GWG Parties will not, without Borrower may after the prior written consent date hereof incur additional Subordinated Indebtedness subject to the following conditions (each of which shall have been fulfilled in form and substance reasonably satisfactory to the Administrative Agent): (a) such Indebtedness shall be subordinated to the obligations of the Agent Borrower to pay principal of and interest on the Lenders (i) make any payments Loans, the reimbursement obligation in respect of outstanding Subordinated Indebtedness Debenture or cause the issuance of any additional Subordinated Indebtedness Debenture, if at the time of such proposed payment or issuance an Event of Default, Potential Event of Default or Termination Event exists or would result therefrom, (ii) issue any Subordinated Indebtedness Debenture each LC Disbursement and all other than Life Notes issued by GWG Life Settlements pursuant amounts payable hereunder on terms and conditions no less favorable to the Note Issuance and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the Agent and the Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, (iii) issue or permit the transfer of any Subordinated Indebtedness Debenture except in accordance with than the terms and conditions of the applicable Senior Subordinated Note Indentures; (b) such Indebtedness shall be an obligation of the Borrower only, and none of its Subsidiaries shall be contingently or otherwise obligated in respect thereof, unless subordinated to the obligations of such Subsidiary to pay principal of and interest on the Loans, the reimbursement obligations and all other amounts payable hereunder on terms and conditions no less favorable to the Lenders than the terms and conditions of the Senior Subordinated Note Indentures; (c) the Net Available Proceeds of such Indebtedness shall be applied to (i) prepay Loans in accordance with Section 2.10(b)(iv), (ii) repay or prepay Subordinated Indebtedness Issuance Agreement (in accordance with this Section 7.11) or Senior Unsecured Indebtedness (in accordance with Section 7.12) or (iii) finance one or more Acquisitions pursuant to Section 7.05(b); (d) the terms of such Indebtedness shall not provide for payment of any portion of the principal thereof prior to the date six months after the final maturity of the Loans hereunder; (e) terms in respect of financial and other covenants, events of default and mandatory prepayments applicable to such Indebtedness shall be terms that are at the time customary in the market for subordinated debt being incurred by the Borrower, and in a manner consistent transactions, comparable to the Borrower’s proposed debt issuance; (f) at the time of issuance of such Indebtedness, and after giving effect thereto, the Borrower shall be in compliance with Section 7.10 (the determination of such ratios to be calculated under the assumption that such Indebtedness was issued, at the beginning of the respective period and that any other Indebtedness to be retired with the disclosures made proceeds thereof was in fact retired on such date of issuance); (g) at the time of such issuance, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing hereunder; and (h) prior to such issuance the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect specified in the applicable Subordinated Indebtedness Prospectus includingforegoing clauses (a), without limitation(b), (e), (f) and (g) (and setting forth in each case reasonable detail the transfer restrictions therein computations necessary to determine compliance with said clause (f)). Neither the Borrower nor any of its Subsidiaries shall purchase, redeem, retire or (iv) permit otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for, the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Subordinated Indebtedness Issuance Agreement(or enter into any transaction that has a substantially similar effect), except that (i) the Borrower may make payments on the regularly-scheduled payment dates with respect to the principal of and interest on the Subordinated Indebtedness Prospectus or as in effect on the date hereof (or, as to any Subordinated Indebtedness Debenture to issued after the date hereof, as originally in effect) and (ii) so long as no Default shall have occurred and be amendedcontinuing (or will occur as a result of such payment), supplemented from the proceeds of other Subordinated Indebtedness issued in accordance with the first paragraph of this Section, the Borrower may redeem or otherwise modified except for amendments, supplements and other modifications that (I) are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or (II) do not have a Material Adverse Effectprepay such Subordinated Indebtedness.

Appears in 2 contracts

Samples: Credit Agreement (Constellation Brands, Inc.), Credit Agreement (Constellation Brands, Inc.)

Subordinated Indebtedness. The GWG Parties No Loan Party will, nor will notit permit any Subsidiary to, without directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Subordinated Indebtedness or any Indebtedness from time to time outstanding under the prior written consent of the Agent Subordinated Indebtedness Documents, except: (a) regularly scheduled interest and the Lenders (i) make any principal payments as and when due in respect of outstanding any Subordinated Indebtedness, other than payments prohibited by the subordination provisions thereof; (b) refinancings of Subordinated Indebtedness Debenture with the proceeds of Refinancing Indebtedness permitted in respect thereof under Section 6.01; (c) payments of or cause in respect of Subordinated Indebtedness made solely with Qualified Equity Interests in the issuance Borrower or the conversion of any additional Subordinated Indebtedness Debentureinto Qualified Equity Interests of the Borrower; (d) prepayments of intercompany Subordinated Indebtedness permitted hereby owed by the Borrower or any Subsidiary to the Borrower or any Subsidiary, if at other than prepayments prohibited by the time subordination provisions governing such Subordinated Indebtedness; provided that, for the avoidance of such proposed payment doubt, the prepayment of any Subordinated Indebtedness owed by the Borrower or issuance an Event of Default, Potential Event of any Loan Party to any Subsidiary that is not a Loan Party shall be permitted so long as no Default shall have occurred and be continuing or Termination Event exists would result after giving effect (including pro forma effect) thereto; (e) so long as no Default shall have occurred and be continuing or would result therefrom, (ii) issue the Borrower may on any date make payments of or in respect of Subordinated Indebtedness Debenture other than Life Notes issued by GWG Life Settlements pursuant in an amount equal to the Note Issuance Available Amount on such date; provided, however, that at the time of the making of such payments and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the Agent and the Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented immediately after giving effect (including pro forma effect) to such issuance, such consent not to be unreasonably withheld, (iii) issue or permit the transfer of any Subordinated Indebtedness Debenture except in accordance with the terms and conditions of the applicable Subordinated Indebtedness Issuance Agreement and in a manner consistent with the disclosures payments made in reliance on this subclause (e), the applicable Total Net Leverage Ratio on such date, calculated on a pro forma basis for the Test Period, is not in excess of 4.00 to 1.00; and (f) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower may on any date make additional payments of or in respect of Subordinated Indebtedness Prospectus includingIndebtedness; provided that the Total Net Leverage Ratio immediately after giving effect to any such payment, without limitationcalculated on a pro forma basis for the Test Period, in each case the transfer restrictions therein or (iv) permit any Subordinated Indebtedness Issuance Agreement, Subordinated Indebtedness Prospectus or Subordinated Indebtedness Debenture is less than 3.00 to be amended, supplemented or otherwise modified except for amendments, supplements and other modifications that (I) are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or (II) do not have a Material Adverse Effect1.00.

Appears in 2 contracts

Samples: Loan Agreement (Lifetime Brands, Inc), Loan Agreement (Lifetime Brands, Inc)

Subordinated Indebtedness. The GWG Parties will notIn addition and not in limitation of paragraph 6 hereof, without each Guarantor agrees as follows: (a) Each Guarantor hereby agrees that the Subordinated Indebtedness (as defined below) shall be subordinate and junior in right of payment to the prior written consent payment in full of the Agent and the Lenders (i) make any payments in respect of outstanding all Guaranteed Obligations as herein provided. The Subordinated Indebtedness Debenture shall not be payable, and no payment of principal, interest or cause the issuance other amounts on account thereof, and no property or guarantee of any additional nature to secure or pay the Subordinated Indebtedness Debentureshall be made or given, if at the time directly or indirectly by or on behalf of such proposed payment any Other Party (as defined in paragraph 7 above) or issuance an Event of Defaultreceived, Potential Event of Default accepted, retained or Termination Event exists or would result therefrom, (ii) issue applied by any Subordinated Indebtedness Debenture other than Life Notes issued by GWG Life Settlements pursuant to the Note Issuance and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the Guaranteed Obligations shall have been paid in full in cash for one year; except that prior to receipt of a notice from the Administrative Agent under this paragraph (which may be given at any time an Event of Default exists), a Guarantor shall have the right to receive payments on the Subordinated Indebtedness made in the ordinary course of business. After receipt of the notice from the Administrative Agent delivered under the preceding sentence, no payments of principal or interest or any other amounts may be made or given, directly or indirectly, by or on behalf of any Other Party or received, accepted, retained or applied by any Guarantor unless and until the Guaranteed Obligations shall have been paid in full in cash for one year. If any sums shall be paid to a Guarantor by any Other Party or any other Person on account of the Subordinated Indebtedness when such payment is not permitted hereunder, such sums shall be held in trust by such Guarantor for the benefit of the Administrative Agent, the Issuing Bank and the Lenders have had a reasonable opportunity and shall forthwith be paid to review the related Subordinated Indebtedness Issuance Administrative Agent without affecting the liability of any Guarantor under this Guaranty Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to may be unreasonably withheld, (iii) issue or permit applied by the transfer of any Subordinated Indebtedness Debenture except Administrative Agent against the Guaranteed Obligations in accordance with the terms and conditions Credit Agreement. Upon the request of the applicable Subordinated Indebtedness Issuance Administrative Agent, a Guarantor shall execute, deliver, and endorse to the Administrative Agent such documentation as the Administrative Agent may request to perfect, preserve, and enforce its rights hereunder. For purposes of this Guaranty Agreement and with respect to a Guarantor, the term “Subordinated Indebtedness” means, with respect to any Guarantor, all indebtedness, liabilities, and obligations of any Other Party to such Guarantor, whether such indebtedness, liabilities, and obligations now exist or are hereafter incurred or arise, or are direct, indirect, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such indebtedness, liabilities, or obligations are evidenced by a note, contract, open account, or otherwise, and irrespective of the Person or Persons in a whose favor such indebtedness, obligations, or liabilities may, at their inception, have been, or may hereafter be created, or the manner consistent with the disclosures made in the applicable Subordinated Indebtedness Prospectus including, without limitation, in each case the transfer restrictions therein which they have been or (iv) permit any Subordinated Indebtedness Issuance Agreement, Subordinated Indebtedness Prospectus or Subordinated Indebtedness Debenture to may hereafter be amended, supplemented or otherwise modified except for amendments, supplements and other modifications that (I) are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or (II) do not have a Material Adverse Effectacquired by such Guarantor.

Appears in 2 contracts

Samples: Revolving Credit Facility Agreement (Lennox International Inc), 364 Day Revolving Credit Facility Agreement (Lennox International Inc)

Subordinated Indebtedness. (a) Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any: (i) Subordinated Indebtedness (other than Subordinated Indebtedness of the type described in the following clause (a)(ii)), except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such Subordinated Indebtedness (and a Senior Officer or vice president of finance or similar officer having primary responsibility for financial matters of the Borrower shall certify to Administrative Agent, not less than five (5) Business Days prior to the date of payment, that all conditions under such agreement have been satisfied); or (ii) Subordinated Indebtedness constituting Earnout Obligations in respect of any Permitted Acquisition, except payments made when the following conditions are satisfied: (A) no Potential Default or Event of Default has occurred or would result from such payment, and (B) after giving effect to the consummation of such payment, the Loan Parties are in compliance with the financial covenants set forth in Sections 9.12 and 9.13 on a pro forma basis; provided, that such financial covenant shall be measured as of the most recently ended Fiscal Quarter for which the Loan Parties have delivered the financial statements required under Section 8.11(a) or 8.11(b), as the case may be, for the twelve fiscal month period then ended. (b) The GWG Parties Borrower will not, without the prior written consent and will not permit any of the Agent and the Lenders (i) make its Subsidiaries to, agree to or permit any payments in respect of outstanding Subordinated Indebtedness Debenture amendment, modification or cause the issuance waiver of any additional Subordinated Indebtedness Debenture, if at the time of such proposed payment or issuance an Event of Default, Potential Event of Default or Termination Event exists or would result therefrom, (ii) issue any Subordinated Indebtedness Debenture other than Life Notes issued by GWG Life Settlements pursuant to the Note Issuance and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the Agent and the Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, (iii) issue or permit the transfer provision of any Subordinated Indebtedness Debenture except in accordance with Document if the terms and conditions effect of such amendment, modification or waiver is to (i) increase the applicable yield on such Subordinated Indebtedness Issuance Agreement or change (to earlier dates) the dates upon which principal and interest are due thereon; (ii) alter the redemption, prepayment or subordination provisions thereof; (iii) alter the covenants and events of default in a manner consistent with that would make such provisions more onerous or restrictive to the disclosures made in the applicable Subordinated Indebtedness Prospectus including, without limitation, in each case the transfer restrictions therein Borrower or any such Subsidiary; or (iv) permit otherwise increase the obligations of the Borrower or any Subsidiary in respect of such Subordinated Indebtedness Issuance Agreement, Subordinated Indebtedness Prospectus or Subordinated Indebtedness Debenture confer additional rights upon the holders thereof which individually or in the aggregate would be adverse to be amended, supplemented the Borrower or otherwise modified except for amendments, supplements and other modifications that (I) are necessary any of its Subsidiaries or to comply with changes in applicable securities laws for which the Administrative Agent is given prior or concurrent written notice or (II) do not have a Material Adverse Effectthe Lenders.

Appears in 2 contracts

Samples: Incremental Facility Amendment to Credit Agreement (Cadre Holdings, Inc.), Credit Agreement (Cadre Holdings, Inc.)

Subordinated Indebtedness. The GWG Parties will not(a) Issue additional Subordinated Indebtedness, unless the following conditions are satisfied in connection with each such issuance: (i) no Default or Event of Default shall have occurred and be continuing; (ii) the maturity date of any issuance of the Subordinated Indebtedness must extend at least one hundred seventy-nine (179) days beyond the Maturity Date of this Agreement; (iii) the provisions pursuant to which such Subordinated Indebtedness are subordinate to the Obligations shall be substantially the same as those contained in Borrower’s Subordinated Indebtedness outstanding on the date hereof or otherwise acceptable to Administrative Agent in the exercise of its reasonable discretion, and shall include, without limitation, standstill and payment blockage requirements on the holders of such Subordinated Indebtedness for a period of at least one hundred seventy-nine (179) days following a Default or Event of Default hereunder; (iv) the covenants contained in any indenture or other agreement relating to such Subordinated Indebtedness must be less restrictive than the covenants contained in this Agreement; (v) such Subordinated Indebtedness must be unsecured; and (vi) the outstanding principal amount of any such Subordinated Indebtedness having a maturity date of less than one year from the date of the determination must be covered by the Borrowing Base as indicated in the definition of “Borrowing Base Availability” in Section 1.01 above. (b) Without the prior written consent of the Agent and the Lenders Required Lenders: (i) make repay, prepay, purchase, redeem or otherwise acquire any Subordinated Indebtedness, provided, however, that nothing contained in this Section 7.07 shall prevent any member of the Consolidated Group from (A) making regularly scheduled payments in respect of outstanding principal and interest on any Subordinated Indebtedness Debenture if no Default or cause the issuance of any additional Subordinated Indebtedness Debenture, if at the time of such proposed payment or issuance an Event of Default, Potential Event of Default exists and the payments would not cause a Default or Termination Event of Default to occur, or (B) prepaying or repurchasing any Subordinated Indebtedness if no Default or Event of Default exists and the payments would not cause a Default or would result therefrom, Event of Default to occur; or (ii) issue other than in connection with the action permitted in clause (i) above, permit the modification, waiver or amendment of any of the terms of any Subordinated Indebtedness Debenture Indebtedness, except for modifications, waivers or amendments that do not (x) increase the interest rate, fees or other than Life Notes issued by GWG Life Settlements pursuant to charges provided for therein or change the Note Issuance and Security Agreement and maturity date or any other scheduled date for repayment of principal of such Subordinated Indebtedness, (y) change the Holdings Debentures issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the Agent and the Lenders have had a reasonable opportunity to review the related subordination provisions of such Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuanceor (z) impose upon any member of the Consolidated Group any obligation or limitation that, such consent not to be unreasonably withheldin the reasonable judgment of Administrative Agent, is, in any material respect, more burdensome or restrictive than those currently provided for in this Agreement; or (iii) issue other than in connection with the action permitted in clause (i) above, permit (whether or permit not within the transfer control of a member of the Consolidated Group) the modification, waiver, or amendment of, or release of any Subordinated Indebtedness Debenture except parties to, any subordination agreement or subordination provisions contained in accordance any indenture with the terms and conditions of the applicable Subordinated Indebtedness Issuance Agreement and in a manner consistent with the disclosures made in the applicable Subordinated Indebtedness Prospectus including, without limitation, in each case the transfer restrictions therein or (iv) permit respect to any Subordinated Indebtedness Issuance Agreement, Subordinated Indebtedness Prospectus or Subordinated Indebtedness Debenture to be amended, supplemented or otherwise modified except for amendments, supplements and other modifications that (I) are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or (II) do not have a Material Adverse EffectIndebtedness.

Appears in 1 contract

Samples: Senior Unsecured Revolving Credit Agreement (Wci Communities Inc)

Subordinated Indebtedness. (a) The GWG Parties Borrower will not, without the prior written consent and will not permit any of the Agent and the Lenders its Subsidiaries to (i) make any payments in respect of outstanding Subordinated Indebtedness Debenture prepay, redeem, repurchase or cause otherwise acquire for value the issuance of any additional Subordinated Indebtedness DebentureConvertible Notes, if at the time of such proposed payment or issuance an Event of Default, Potential Event of Default or Termination Event exists or would result therefrom, (ii) issue make any Subordinated Indebtedness Debenture principal, interest or other than Life payments on the Convertible Notes issued by GWG Life Settlements pursuant to the Note Issuance and Security Agreement and the Holdings Debentures issued that is not expressly permitted by the Performance Guarantor pursuant subordination provisions of the Indenture. (b) The Borrower will not, and will not permit any of its Subsidiaries to, agree to or permit any amendment, modification or waiver of any provision of the GWG Convertible Notes or the Indenture if the effect of such amendment, modification or waiver is to (i) increase the interest rate on the Convertible Notes or change (to earlier dates) the dates upon which principal and interest are due thereon; (ii) alter the Registration Statementredemption, unless and until the Agent and the Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, prepayment or subordination provisions thereof; (iii) issue or permit alter the transfer covenants and events of any Subordinated Indebtedness Debenture except in accordance with the terms and conditions of the applicable Subordinated Indebtedness Issuance Agreement and default in a manner consistent with that would make such provisions more onerous or restrictive to the disclosures made in the applicable Subordinated Indebtedness Prospectus including, without limitation, in each case the transfer restrictions therein Borrower or any such Subsidiary; or (iv) permit otherwise increase the obligations of the Borrower or any Subordinated Indebtedness Issuance AgreementSubsidiary in respect of the Convertible Notes or the Indenture or confer additional rights upon the holders thereof which individually or in the aggregate would be adverse to the Borrower or any of its Subsidiaries or to the Administrative Agent or the Lenders; provided, Subordinated Indebtedness Prospectus however, the Borrower may enter into any extensions, renewals and replacements of the Convertible Notes or Subordinated Indebtedness Debenture the Indenture which (x) net of financing fees and expenses do not increase the outstanding principal amount thereof in excess of $200,000,000 (immediately prior to be amendedgiving effect to such extension, supplemented renewal or otherwise modified except for amendmentsreplacement), supplements and other modifications that (Iy) are necessary to comply with changes in applicable securities laws for which shorten the Agent is given prior maturity or concurrent written notice the weighted average life thereof, or (IIz) do not have a Material Adverse Effectalter the redemption, prepayment or subordination provisions thereof.

Appears in 1 contract

Samples: Revolving Credit Agreement (Ndchealth Corp)

Subordinated Indebtedness. The GWG Parties will not, without BCC or any of its Subsidiaries shall fail to comply with the prior written consent of subordination provisions contained in the Agent and the Lenders Senior Subordinated Note Indenture or any other agreement governing Subordinated Indebtedness; THEN (i) upon the occurrence of any Event of Default described in subsection 7.6 or 7.7, each of (a) the unpaid principal amount of and accrued interest on the Loans and (b) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any payments in respect of outstanding Subordinated Indebtedness Debenture or cause Loan hereunder shall thereupon terminate, and (ii) upon the issuance occurrence and during the continuation of any additional Subordinated Indebtedness Debenture, if at the time of such proposed payment or issuance an other Event of Default, Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company, declare all or any portion of the amounts described in clauses (a) and (b) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan hereunder shall thereupon terminate. Notwithstanding anything contained in the preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to clause (ii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 9.6, then Requisite Lenders, by written notice to Company, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or Termination Event exists impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or would result therefromindirectly, (ii) issue to benefit Company, and such provisions shall not at any Subordinated Indebtedness Debenture other than Life Notes issued by GWG Life Settlements pursuant time be construed so as to grant Company the Note Issuance and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant right to the GWG Indenture and the Registration Statement, unless and until the require Lenders to rescind or annul any acceleration hereunder or to preclude Agent and the or Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, (iii) issue or permit the transfer of from exercising any Subordinated Indebtedness Debenture except in accordance with the terms and conditions of the applicable Subordinated Indebtedness Issuance Agreement and rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in a manner consistent with the disclosures made in the applicable Subordinated Indebtedness Prospectus including, without limitation, in each case the transfer restrictions therein or (iv) permit any Subordinated Indebtedness Issuance Agreement, Subordinated Indebtedness Prospectus or Subordinated Indebtedness Debenture to be amended, supplemented or otherwise modified except for amendments, supplements and other modifications that (I) this paragraph are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or (II) do not have a Material Adverse Effect.met. 112

Appears in 1 contract

Samples: Credit Agreement (Benedek License Corp)

Subordinated Indebtedness. The GWG Parties Company will not, without the prior written consent and ------------------------- will not permit any Subsidiary to, make or agree to make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of the Agent and principal of or interest on the Lenders Senior Subordinated Notes or any other Subordinated Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, cancellation or termination of the Senior Subordinated Notes or any other Subordinated Indebtedness, except (i) make scheduled and other mandatory payments of interest and principal in respect thereof (other than any payments prepayments of the Senior Subordinated Notes Due 2009 with the proceeds of any offering or issuance of Equity Interests or Indebtedness), (ii) the prepayment of the Senior Subordinated Notes with the proceeds of other Subordinated Indebtedness permitted under Section 6.05(d) and (iii) after an Initial Public Offering, the prepayment of Senior Subordinated Notes with up to US$25,000,000 of the Net Proceeds from such Initial Public Offering, provided that (A) the Net -------- Proceeds from such Initial Public Offering are applied first to prepay Loans and amounts owed in respect of outstanding Subordinated Indebtedness Debenture or cause the issuance of any additional Subordinated Indebtedness Debenture, if at the time of such proposed payment or issuance an Event of Default, Potential Event of Default or Termination Event exists or would result therefrom, (ii) issue any Subordinated Indebtedness Debenture other than Life Notes issued by GWG Life Settlements pursuant to the Note Issuance and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the Agent and the Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, (iii) issue or permit the transfer of any Subordinated Indebtedness Debenture except B/As in accordance with Section 2.11 and (B) the terms Leverage Ratio does not exceed 2.5 to 1.0 (calculated on a pro forma basis to 107 give effect to the application of such Net Proceeds in accordance with Section 2.11 and conditions to any prepayment of Senior Subordinated Notes); provided that, in any -------- ---- case, no payment shall be made in respect of the applicable Senior Subordinated Notes any other Subordinated Indebtedness Issuance Agreement and in a manner consistent with that is prohibited by the disclosures made in the subordination provisions applicable Subordinated Indebtedness Prospectus including, without limitation, in each case the transfer restrictions therein or (iv) permit any Subordinated Indebtedness Issuance Agreement, Subordinated Indebtedness Prospectus or Subordinated Indebtedness Debenture to be amended, supplemented or otherwise modified except for amendments, supplements and other modifications that (I) are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or (II) do not have a Material Adverse Effectthereto.

Appears in 1 contract

Samples: Credit Agreement (Select Medical Corp)

Subordinated Indebtedness. The GWG Parties will not, without Borrower may after the prior written consent date hereof incur additional Subordinated Indebtedness subject to the following conditions (each of which shall have been fulfilled in form and substance reasonably satisfactory to the Administrative Agent): (a) such Indebtedness shall be subordinated to the obligations of the Agent Borrower to pay principal of and interest on the Lenders (i) make any payments Loans, the reimbursement obligation in respect of outstanding Subordinated Indebtedness Debenture or cause the issuance of any additional Subordinated Indebtedness Debenture, if at the time of such proposed payment or issuance an Event of Default, Potential Event of Default or Termination Event exists or would result therefrom, (ii) issue any Subordinated Indebtedness Debenture each LC Disbursement and all other than Life Notes issued by GWG Life Settlements pursuant amounts payable hereunder on terms and conditions no less favorable to the Note Issuance and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the Agent and the Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, (iii) issue or permit the transfer of any Subordinated Indebtedness Debenture except in accordance with than the terms and conditions of the applicable Senior Subordinated Note Indentures; (b) such Indebtedness shall be an obligation of the Borrower only, and none of its Subsidiaries shall be contingently or otherwise obligated in respect thereof, unless subordinated to the obligations of such Subsidiary to pay principal of and interest on the Loans, the Reimbursement Obligations and all other amounts payable hereunder on terms and conditions no less favorable to the Lenders than the terms and conditions of the Senior Subordinated Note Indentures; (c) the Net Available Proceeds of such Indebtedness shall be applied to (i) prepay Loans in accordance with Section 2.10(b)(v), (ii) repay or prepay Subordinated Indebtedness Issuance Agreement (in accordance with this Section 7.11) or Senior Unsecured Indebtedness (in accordance with Section 7.12) or (iii) finance one or more Acquisitions pursuant to Section 7.05(b); (d) the terms of such Indebtedness shall not provide for payment of any portion of the principal thereof prior to the date six months after the final maturity of the Loans hereunder; (e) terms in respect of financial and other covenants, events of default and mandatory prepayments applicable to such Indebtedness shall be terms that are at the time customary in the market for subordinated debt being incurred by the Borrower, and in a manner consistent transactions, comparable to the Borrower's proposed debt issuance; (f) at the time of issuance of such Indebtedness, and after giving effect thereto, the Borrower shall be in compliance with Section 7.10 (the determination of such ratios to be calculated under the assumption that such Indebtedness was issued, at the beginning of the respective period and that any other Indebtedness to be retired with the disclosures made proceeds thereof was in fact retired on such date of issuance); (g) at the time of such issuance, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing hereunder; and (h) prior to such issuance the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect specified in the applicable foregoing clauses (a), (b), (e), (f) and (g) (and setting forth in reasonable detail the computations necessary to determine compliance with said clause (f)). Neither the Borrower nor any of its Subsidiaries shall purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for, the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Subordinated Indebtedness, except that (i) the Borrower may make payments on the regularly-scheduled payment dates with respect to the principal of and interest on the Subordinated Indebtedness Prospectus includingas in effect on the date hereof (or, without limitation, in each case the transfer restrictions therein or (iv) permit as to any Subordinated Indebtedness Issuance Agreementissued after the date hereof, as originally in effect), (ii) so long as no Default shall have occurred and be continuing (or will occur as a result of such payment), from the proceeds of Subordinated Indebtedness Prospectus issued in accordance with the first paragraph of this Section, the Borrower may redeem or prepay Subordinated Indebtedness Debenture that is being refinanced with such proceeds and (iii) the Borrower or any Subsidiary may acquire Subordinated Indebtedness to be the extent that the Borrower's investment therein is permitted by Section 7.06(i). Neither the Borrower nor any of its Subsidiaries will consent to any modification, supplement or waiver of any of the provisions of any Subordinated Indebtedness if such amendment, supplement or waiver would (A) increase the amount of principal, interest or other amounts payable by the Borrower or any Subsidiary in respect thereof or change the date when any such amount is due, (B) amend any financial or other covenant, term of subordination, event of default or mandatory prepayment provision in respect thereof (in the case of any covenant, if such covenant, as amended, supplemented would be materially more restrictive on the Borrower or otherwise modified except for amendments, supplements and other modifications that (Iany Subsidiary) are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or (IIC) do not have a Material Adverse Effectmaterial adverse effect on (x) the legal ability or financial capacity of any Obligor to perform any of its obligations under this Agreement or any of the other Loan Documents to which it is a party or (y) the rights of or benefits available to the Lenders under this Agreement or any of the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Constellation Brands Inc)

Subordinated Indebtedness. (a) Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any: (i) Subordinated Indebtedness (other than Subordinated Indebtedness of the type described in the following clause (a)(ii)), except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such Subordinated Indebtedness (and a Senior Officer or vice president of finance or similar officer having primary responsibility for financial matters of the Borrower shall certify to Administrative Agent, not less than five (5) Business Days prior to the date of payment, that all conditions under such agreement have been satisfied); or (ii) Subordinated Indebtedness constituting Earnout Obligations in respect of any Permitted Acquisition, except payments made when the following conditions are satisfied: (A) no Potential Default or Event of Default has occurred or would result from such payment, and (B) after giving effect to the consummation of such payment, the Loan Parties are in compliance with the financial covenants set forth in Sections 9.12 and 9.13 on a pro forma basis; provided, that such financial covenant shall be measured as of the most recently ended Fiscal Quarter for which the Loan Parties have delivered the financial statements required under Section 8.11(a) or 8.11(b), as the case may be, for the twelve fiscal month period then ended. (b) The GWG Parties Borrower will not, without the prior written consent and will not permit any of the Agent and the Lenders (i) make its Subsidiaries to, agree to or permit any payments in respect of outstanding Subordinated Indebtedness Debenture amendment, modification or cause the issuance waiver of any additional Subordinated Indebtedness Debenture, if at the time of such proposed payment or issuance an Event of Default, Potential Event of Default or Termination Event exists or would result therefrom, (ii) issue any Subordinated Indebtedness Debenture other than Life Notes issued by GWG Life Settlements pursuant to the Note Issuance and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the Agent and the Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, (iii) issue or permit the transfer provision of any Subordinated Indebtedness Debenture except in accordance with Document if the terms and conditions effect of such amendment, modification or waiver is to (i) increase the applicable yield on such Permitted Subordinated Indebtedness Issuance Agreement or change (to earlier dates) the dates upon which principal and interest are due thereon; (ii) alter the redemption, prepayment or subordination provisions thereof; (iii) alter the covenants and events of default in a manner consistent with that would make such provisions more onerous or restrictive to the disclosures made in the applicable Subordinated Indebtedness Prospectus including, without limitation, in each case the transfer restrictions therein Borrower or any such Subsidiary; or (iv) permit otherwise increase the obligations of the Borrower or any Subsidiary in respect of such Permitted Subordinated Indebtedness Issuance Agreement, Subordinated Indebtedness Prospectus or Subordinated Indebtedness Debenture confer additional rights upon the holders thereof which individually or in the aggregate would be adverse to be amended, supplemented the Borrower or otherwise modified except for amendments, supplements and other modifications that (I) are necessary any of its Subsidiaries or to comply with changes in applicable securities laws for which the Administrative Agent is given prior or concurrent written notice or (II) do not have a Material Adverse Effectthe Lenders.

Appears in 1 contract

Samples: Credit Agreement (Cadre Holdings, Inc.)

Subordinated Indebtedness. The GWG Parties will not, without the prior written consent of the Agent and the Lenders (i) No Obligor shall, in any manner, make any payments (or give notice in respect of outstanding of) any voluntary or optional payment or prepayment on, or redemption or acquisition for value of, or redeem, defease or otherwise satisfy prior to the scheduled maturity of, its Subordinated Indebtedness Debenture or cause the issuance of any additional Subordinated Indebtedness Debenture, if at the time of such proposed payment or issuance an Event of Default, Potential Event of Default or Termination Event exists or would result therefrom, (ii) issue any Subordinated Indebtedness Debenture other than Life Notes issued by GWG Life Settlements pursuant to the Note Issuance and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the Agent and the Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, (iii) issue or permit the transfer of any Subordinated Indebtedness Debenture except in accordance with the terms and conditions of the applicable Subordinated Indebtedness Issuance Agreement and in a manner consistent with the disclosures made in the applicable Subordinated Indebtedness Prospectus including, without limitation, under the Qualifying Sub-Debt Issuance); and (ii) no Obligor shall directly or indirectly, purchase or otherwise acquire any of its Subordinated Indebtedness (including, without limitation, under the Qualifying Sub-Debt Issuance), unless (A) no Event of Default or Incipient Default then exists or would exist after giving effect to any such action described in each case the transfer restrictions therein clause (i) or (ivii), (B) permit any such action described in clause (i) or (ii) is effected solely with the proceeds of the sale of the Borrower's common stock, preferred stock, or options or warrants therefor, provided, however, that nothing in this clause (B) shall be construed to release or waive the Borrower's prepayment Obligations under and pursuant to Section 3.3(c), (C) the Agent shall have received 30 days' prior written notice thereof, and (D) the Borrower shall have delivered to the Agent or any Bank such information, certificates and other materials as the Agent or such Bank may reasonably request in connection therewith. No Obligor shall make any payment on or in respect of the principal of or interest on Subordinated Indebtedness (including, without limitation, under the Qualifying Sub-Debt Issuance), or take or fail to take any other action, in violation of the subordination provisions applicable to such Subordinated Indebtedness. (b) No Obligor shall amend, supplement, modify or waive any of the terms of any Subordinated Indebtedness Issuance Agreementor any instrument evidencing, guarantying or otherwise governing such Subordinated Indebtedness Prospectus (i) if the effect of any such amendment, supplement, modification or waiver would be to (A) increase the principal or interest payable on any of such Subordinated Indebtedness Debenture to Indebtedness, or change the date on which any of the same shall be amendedand/or become due and payable, supplemented (B) shorten the term of any of such Subordinated Indebtedness, (C) create additional events of default under any of such documents, or otherwise modified except for amendmentsimpose any obligation on any Obligor (whether consisting of affirmative or negative covenants, supplements and other modifications that (I) are necessary or otherwise), the failure to comply with changes which would cause an event of default under any of such documents, (D) create any additional, or modify any existing, right or remedy available to the holder of such Subordinated Debt or any indenture trustee of any indenture comprising part of the documents evidencing, guarantying or otherwise governing such Subordinated Indebtedness upon a default thereunder, or shorten any grace period or other period of delay before a default thereunder shall be deemed to exist or before such holder or trustee may exercise any right or remedy by virtue of any default, or (E) limit or otherwise impair any provisions or agreements which subordinate the priority of such Subordinated Indebtedness in applicable securities laws for favor of the Obligations (whether by general description or specific reference) or which impose restrictions or limitations on the right of the holder thereof to receive payments or exercise remedies or otherwise modify terms of subordination approved by the Banks pursuant to Section 1.1, and (ii) in any event, without delivering to the Agent is given prior or concurrent written notice of any such amendment, supplement, modification or waiver not less than ten (II10) do not have Banking Days prior to its effectiveness, which notice shall include a Material Adverse Effecttrue and complete copy of any and all instruments effecting such amendment, supplement, modification or waiver.

Appears in 1 contract

Samples: Credit Agreement (Shiloh Industries Inc)

Subordinated Indebtedness. The GWG Parties will notUnless consented to by the Required Lenders: (a) prepay, redeem, purchase, repurchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Subordinated Indebtedness, in each case including pursuant to any change of control, sale of assets, issuance of any equity or otherwise as may be set forth in the terms therefor or available to the Borrower at its option, except such actions taken with respect to the Tilia Seller Note to the extent specifically required by the terms thereof (subject to the subordination terms thereof); or (b) amend, modify or change in any manner any term or condition of any Subordinated Indebtedness (including without the prior written consent limitation any of the documents evidencing such Subordinated Indebtedness) so that the terms and conditions thereof are less favorable to the Administrative Agent and the Lenders than the terms and conditions of such Indebtedness as of the Original Closing Date; provided that (ix) make any payments in respect of outstanding Subordinated Indebtedness Debenture or cause to the extent the issuance of any additional Subordinated Indebtedness Debenture, if at the time of such proposed payment or issuance an Event of Default, Potential Event of Default or Termination Event exists or would result therefrom, (ii) issue any Subordinated Indebtedness Debenture other than Life Exchange Notes issued by GWG Life Settlements pursuant to the Note Issuance and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the Agent and the Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, (iii) issue or permit the transfer of any Subordinated Indebtedness Debenture except in accordance with the terms and conditions of the applicable Subordinated Indenture would otherwise violate any part of Section 7.19(a) or (b) above, such issuance of the Exchange Notes in accordance with the terms of the Subordinated Indenture is expressly permitted, and (y) at any time the Borrower may prepay, redeem, purchase, repurchase, defease or otherwise satisfy prior to the scheduled maturity thereof (each such event a "Bond Repurchase") a principal amount of Subordinated Indebtedness Issuance Agreement so long as both immediately before and in a manner consistent with after the disclosures made in making of any such Bond Repurchase, and pro forma for each such Bond Repurchase, (i) the applicable Subordinated Indebtedness Prospectus includingAvailable Repurchase Amount is not less than $0, without limitation(ii) the Total Leverage Ratio is less than or equal to 1.75 to 1.00, in each case (iii) the transfer restrictions therein excess of the Aggregate Revolving Credit Commitments over the aggregate Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall equal or exceed $15,000,000, and (iv) permit any Subordinated Indebtedness Issuance Agreement, Subordinated Indebtedness Prospectus no Default or Subordinated Indebtedness Debenture to Event of Default shall have occurred and be amended, supplemented or otherwise modified except for amendments, supplements and other modifications that (I) are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or (II) do not have a Material Adverse Effectcontinuing.

Appears in 1 contract

Samples: Credit Agreement (Jarden Corp)

Subordinated Indebtedness. The GWG Parties will not, without the prior written consent of the Agent and the Lenders (a) Except (i) during the period commencing October 1, 2001 until the date of determination, in an aggregate amount not to exceed the excess of $150,000,000 over the aggregate amount of Investments made prior to such date of determination pursuant to Section 8.10(g), Dividend Payments made prior to such date of determination pursuant to Section 8.11(b) and purchases, redemptions, retirements or other acquisitions or prepayments of Subordinated Indebtedness made prior to such date of determination under this Section 8.14(a)(i), provided that after giving effect to such payment, no Default hereunder shall have occurred and be continuing and no default or event of default (or event which with the giving of notice or the lapse of time would be either a default or an event of default) under the Senior Subordinated Indentures shall have occurred and be continuing, and (ii) as further provided in this Section 8.14, neither the Company, nor any of its Subsidiaries nor any Partnership shall purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for, the purchase, redemption, retirement or other acquisition of, or make any payments voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Subordinated Indebtedness, except for regularly scheduled payments of outstanding principal and interest in respect thereof required pursuant to the instruments evidencing such Subordinated Indebtedness Debenture Indebtedness. (b) The Company may offer to purchase and redeem Senior Subordinated Notes in the amount and under the circumstances described in Section 4.12(iii)(c) of the Senior Subordinated Indenture dated as of March 15, 1996, Section 4.12(iv) of the Senior Subordinated Indenture dated as of July 21, 1997, and Section 4.12(iv) of the Senior Subordinated Indenture dated as of September 15, 1999, provided that: (i) the Company shall have given Co-Agent and each Lender written notice of its intent to so purchase and redeem (collectively "redeem") the Senior Subordinated Notes at least 25 days prior to the date (the "Net Proceeds Payment Date") that it will become obligated to so redeem such ------------------------- Senior Subordinated Notes pursuant to such Section 4.12(iii)(c), Section 4.12(iv) or cause Section 4.12(iv), as appropriate, such notice to specify the issuance Net Proceeds Payment Date and, based upon the proceeds available for such redemption, the maximum amount of any additional Senior Subordinated Indebtedness DebentureNotes that may be so redeemed, if (ii) the Company shall have provided to Co-Agent and each Lender such information as Co-Agent shall have reasonably requested with regard to such redemption, (iii) no Default or Event of Default shall have occurred and be continuing at the time of any such proposed payment or issuance an Event of Defaultredemption, Potential Event of Default or Termination Event exists or would result therefrom, (ii) issue any Subordinated Indebtedness Debenture other than Life Notes issued by GWG Life Settlements pursuant to the Note Issuance and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the Agent and the Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, (iii) issue or permit the transfer of any Subordinated Indebtedness Debenture except in accordance with the terms and conditions of the applicable Subordinated Indebtedness Issuance Agreement and in a manner consistent with the disclosures made in the applicable Subordinated Indebtedness Prospectus including, without limitation, in each case the transfer restrictions therein or (iv) permit any Subordinated Indebtedness Issuance Agreementif elected by Majority Lenders, Subordinated Indebtedness Prospectus or Subordinated Indebtedness Debenture to be amended, supplemented or otherwise modified except for amendments, supplements and other modifications that (I) are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent by written notice or (II) do to the Company during the 25 day period after such notice is given, a new Borrowing Base shall have been determined by Majority Lenders in the manner specified by Section 2.08 hereof and the outstanding aggregate principal balance of the Notes shall not have a Material Adverse Effectexceed such Adjusted Borrowing Base as so redetermined.

Appears in 1 contract

Samples: Credit Agreement (Plains Resources Inc)

Subordinated Indebtedness. The GWG Parties will Company shall not, without the prior written consent of the Agent and the Lenders shall not permit any Subsidiary to: (a) make any voluntary prepayment on, or effect any voluntary redemption of, any Subordinated Debt if (i) make at the time of or immediately after giving effect to such prepayment or redemption, any payments Default or Event of Default would occur or be continuing or (ii) the Company shall not have previously provided the Administrative Agent (which will promptly distribute to the Banks) a Compliance Certificate or Certificates establishing to the reasonable satisfaction of the Administrative Agent that based on projections using reasonable assumptions, the Company will be in respect compliance with Sections 12.15, 12.16, 12.17 and 12.18 hereof on a proforma basis after giving effect to the relevant prepayment or redemption, as the case may be, as of outstanding Subordinated Indebtedness Debenture the close of each of the four fiscal quarters of the Company following the date of such prepayment or cause the issuance of redemption (provided that no such Compliance Certificates need be provided for any additional Subordinated Indebtedness Debenture, if such prepayment or redemption in any calendar year unless at the time of such proposed payment prepayment or issuance an Event redemption, and immediately after giving effect thereto, the aggregate amount of Default, Potential Event prepayments and redemptions of Default or Termination Event exists or would result therefrom, the Subordinated Debt during such year (ii) issue any Subordinated Indebtedness Debenture other than Life Notes issued by GWG Life Settlements pursuant to excluding those made out of the Note Issuance and Security Agreement and the Holdings Debentures proceeds of equity securities issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the Agent and the Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to Company) would exceed $25,000,000 in such issuance, such consent not to be unreasonably withheld, year); or (iiib) issue or permit the transfer make any other payment on account of any Subordinated Indebtedness Debenture except in accordance with Debt which is prohibited under the terms and conditions of any instrument or agreement subordinating such indebtedness to the prior payment of any Obligations. (f) Schedule 9.2 of the applicable Credit Agreement shall be amended and as so amended shall be restated to read as set forth on Exhibit A hereto. SECTION 2. NEW SUBORDINATED DEBT. Effective upon the acceptance hereof by the Required Banks, the 1998 Senior Subordinated Indebtedness Issuance Agreement and in a manner consistent with the disclosures made in the applicable Debt shall be deemed Subordinated Indebtedness Prospectus including, without limitation, in each case the transfer restrictions therein or (iv) permit any Subordinated Indebtedness Issuance Agreement, Subordinated Indebtedness Prospectus or Subordinated Indebtedness Debenture to be amended, supplemented or otherwise modified except for amendments, supplements and other modifications that (I) are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or (II) do not have a Material Adverse EffectDebt.

Appears in 1 contract

Samples: Multicurrency Credit Agreement (Sickinger Co)

Subordinated Indebtedness. The GWG Parties will notAny Subordinated Indebtedness permitted hereunder or the guarantees thereof shall cease, without for any reason, to be validly subordinated to the prior written consent Obligations of the Agent and Credit Parties hereunder, as provided in the Lenders (i) make indenture governing such Subordinated Indebtedness, or any payments Credit Party, any Affiliate of any Credit Party, the trustee in respect of outstanding the Subordinated Indebtedness Debenture or cause the issuance holders of at least 25% in aggregate principal amount of the Subordinated Indebtedness shall so assert; THEN, (1) upon the occurrence of any additional Subordinated Indebtedness DebentureEvent of Default described in Section 9.01(f) or 9.01(g), if at automatically, and (2) upon the time occurrence and during the continuance of such proposed payment or issuance an any other Event of Default, Potential Event at the request of Default (or Termination Event exists or would result therefromwith the consent of) Requisite Lenders, upon notice to Borrower by Administrative Agent, (iiA) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Subordinated Indebtedness Debenture other than Life Notes issued by GWG Life Settlements pursuant to the Note Issuance and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the Agent and the Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, Letter of Credit shall immediately terminate; (iiiB) issue or permit the transfer of any Subordinated Indebtedness Debenture except in accordance with the terms and conditions each of the applicable Subordinated Indebtedness Issuance Agreement following shall immediately become due and in a manner consistent with the disclosures made in the applicable Subordinated Indebtedness Prospectus including, without limitationpayable, in each case the transfer restrictions therein without presentment, demand, protest or (iv) permit other requirements of any Subordinated Indebtedness Issuance Agreementkind, Subordinated Indebtedness Prospectus or Subordinated Indebtedness Debenture to be amended, supplemented or otherwise modified except for amendments, supplements and other modifications that all of which are hereby expressly waived by each Credit Party: (I) are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or unpaid principal amount of and accrued interest on the Loans, (II) do an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations (other than Obligations in respect of Secured Hedge Agreements and Cash Management Agreements); provided, the foregoing shall not have a Material Adverse Effectaffect in any way the obligations of Lenders under Section 2.03(b)(v) or Section 2.04(e); (C) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents; and (D) Administrative Agent shall direct Borrower to pay (and Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Sections 9.01(f) or 9.01(g) to pay) to Administrative Agent such additional amounts of cash as reasonable requested by Issuing Bank, to be held as security for Borrower’’s reimbursement Obligations in respect of Letters of Credit then outstanding.

Appears in 1 contract

Samples: Credit Agreement (Digitalglobe, Inc.)

Subordinated Indebtedness. The GWG Parties will not, without Borrower shall fail to comply with the prior written consent of subordination provisions contained in the Agent and the Lenders Senior Subordinated Note Indenture or any other agreement governing any other Subordinated Indebtedness; THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7 with respect to Borrower, each of (a) the unpaid principal amount of and accrued -135- interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the obligation of each Lender to make any payments in respect Loan, the obligation of outstanding Subordinated Indebtedness Debenture or cause Administrative Agent to issue any Letter of Credit and the issuance right of any additional Subordinated Indebtedness DebentureLender to issue any Letter of Credit hereunder shall thereupon terminate, if at and (ii) upon the time occurrence and during the continuation of such proposed payment or issuance an any other Event of Default, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Borrower, declare all or any portion of the amounts described in clauses (a) through (c) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Lenders under subsection 3.3C(i) or the obligations of Lenders to purchase participations in any unpaid Swing Line Loans as provided in subsection 2.1A(iii). Any amounts described in clause (b) above, when received by Administrative Agent, shall be held by Administrative Agent pursuant to the terms of the Collateral Account Agreement and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to clause (ii) of such paragraph Borrower shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Borrower, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or Termination Event exists impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or would result therefromindirectly, (ii) issue to benefit Borrower, and such provisions shall not at any Subordinated Indebtedness Debenture other than Life Notes issued by GWG Life Settlements pursuant time be construed so as to grant Borrower the Note Issuance and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant right to the GWG Indenture and the Registration Statement, unless and until the require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent and the or Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, (iii) issue or permit the transfer of from exercising any Subordinated Indebtedness Debenture except in accordance with the terms and conditions of the applicable Subordinated Indebtedness Issuance Agreement and rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in a manner consistent with the disclosures made in the applicable Subordinated Indebtedness Prospectus including, without limitation, in each case the transfer restrictions therein or (iv) permit any Subordinated Indebtedness Issuance Agreement, Subordinated Indebtedness Prospectus or Subordinated Indebtedness Debenture to be amended, supplemented or otherwise modified except for amendments, supplements and other modifications that (I) this paragraph are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or (II) do not have a Material Adverse Effectmet.

Appears in 1 contract

Samples: Credit Agreement (Rose Hills Co)

Subordinated Indebtedness. The GWG Parties will notThere shall occur any material default under any Subordinated Indebtedness, without the prior written consent or there shall occur any event that requires Borrower or any of the Agent and the Lenders (i) its Subsidiaries to purchase, redeem or otherwise acquire or offer to purchase, redeem or otherwise acquire all or any portion of any Subordinated Indebtedness; or Borrower or any of its Subsidiaries shall for any reason purchase, redeem or otherwise acquire or offer to purchase, redeem or otherwise acquire, or make any other payments in respect of outstanding Subordinated Indebtedness Debenture of, all or cause the issuance any portion of any additional Subordinated Indebtedness DebentureIndebtedness, except to the extent expressly permitted by Subsection 7.5; a. Any amounts described in clause (b) above, when received by Administrative Agent, shall be held by Administrative Agent pursuant to the terms of the Security Agreement and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within sixty (60) days after an acceleration of the time Loans pursuant to clause (ii) of such proposed paragraph Borrower shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or issuance an waived pursuant to Subsection X.F, then Requisite Lenders, by written notice to Borrower, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default, Default or Potential Event of Default or Termination Event exists impair any right consequent thereon and, if the Commitments of Lenders to make Loans and issue or would result therefrom, participate in Letters of Credit have been terminated pursuant to clause (ii) issue any Subordinated Indebtedness Debenture other than Life Notes issued by GWG Life Settlements pursuant to the Note Issuance and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the Agent and the Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance), such consent not to Commitments shall be unreasonably withheld, (iii) issue or permit the transfer of any Subordinated Indebtedness Debenture except in accordance reinstated only with the terms approval of each Lender directly affected. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and conditions are not intended, directly or indirectly, to benefit Borrower, and such provisions shall not at any time be construed so as to grant Borrower the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the applicable Subordinated Indebtedness Issuance Agreement and rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in a manner consistent with the disclosures made in the applicable Subordinated Indebtedness Prospectus including, without limitation, in each case the transfer restrictions therein or (iv) permit any Subordinated Indebtedness Issuance Agreement, Subordinated Indebtedness Prospectus or Subordinated Indebtedness Debenture to be amended, supplemented or otherwise modified except for amendments, supplements and other modifications that (I) this paragraph are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or (II) do not have a Material Adverse Effectmet.

Appears in 1 contract

Samples: Credit Agreement (Central Garden & Pet Company)

Subordinated Indebtedness. The GWG Parties will notBorrower may, without after the prior written consent date ------------------------- of the Agent and the Lenders this Agreement, incur additional Indebtedness (i) make any payments for which the Borrower is directly and primarily liable, (ii) that is subordinated to the obligations of the Borrower to pay principal of and interest on the Loans, Notes, Reimbursement Obligations and other obligations hereunder on terms of subordination satisfactory to the Majority Lenders, and pursuant to documentation containing other terms (including, without limitation, interest, amortization, mandatory prepayments, covenants and events of default and that the maturity thereof be at least one year after the Commitment Termination Date) in form and substance satisfactory to the Majority Lenders, (iii) in respect of outstanding Subordinated Indebtedness Debenture which none of its Subsidiaries is contingently or cause the issuance of any additional Subordinated Indebtedness Debentureotherwise obligated, (iv) if at the time of issuance of such proposed payment or issuance an Event of Default, Potential Event of Default or Termination Event exists or would result therefrom, (ii) issue any Subordinated Indebtedness Debenture other than Life Notes issued by GWG Life Settlements pursuant and after giving effect thereto and to the Note Issuance and Security Agreement application of the proceeds thereof, the Borrower shall be in compliance with Section 9.10 (the determination of compliance with such ratios to be calculated on a pro forma basis as if such Indebtedness were incurred and the Holdings Debentures issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the Agent and the Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, (iii) issue or permit the transfer of any Subordinated Indebtedness Debenture except in accordance with the terms and conditions of the applicable Subordinated Indebtedness Issuance Agreement and in a manner consistent with the disclosures made in the applicable Subordinated Indebtedness Prospectus including, without limitationproceeds thereof were so applied, in each case case, at the transfer restrictions therein or (iv) permit any Subordinated Indebtedness Issuance Agreementbeginning of such period, Subordinated Indebtedness Prospectus or Subordinated Indebtedness Debenture and the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower to be amended, supplemented or otherwise modified except for amendments, supplements and other modifications that (I) are such effect setting forth in reasonable detail the computations necessary to comply with changes in applicable securities laws for which determine such compliance) and (v) if immediately prior thereto and after giving effect to the incurrence thereof, no Default shall have occurred and be continuing, and the Administrative Agent is given prior or concurrent written notice or (II) do not shall have received a Material Adverse Effectcertificate of a Responsible Officer of the Borrower to such effect.

Appears in 1 contract

Samples: Credit Agreement (Premier Parks Inc)

Subordinated Indebtedness. The GWG Parties will not(a) There shall occur any default under any Subordinated Indebtedness, without or there shall occur any event that requires Borrower or any of its Subsidiaries to purchase, redeem or otherwise acquire or offer to purchase, redeem or otherwise acquire all or any portion of any Subordinated Indebtedness; (b) Borrower or any of its Subsidiaries shall for any reason purchase, redeem or otherwise acquire or offer to purchase, redeem or otherwise acquire, or make any other payments in respect of, all or any portion of any Subordinated Indebtedness, except to the prior written consent extent expressly permitted by subsection 7.5 or (c) the trustee in respect of or the requisite holders of the Agent and notes evidencing the Lenders Subordinated Indebtedness shall contest the validity or enforceability of any subordination provisions contained within the agreements related to any Subordinated Indebtedness; (i) upon the occurrence of any Event of Default described in subsection 8.6, 8.7 or 8.15(b), each of (a) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the obligation of each Lender to make any payments in respect of outstanding Subordinated Indebtedness Debenture or cause Loan, and the issuance right of any additional Subordinated Indebtedness DebentureLender to issue any Letter of Credit hereunder shall thereupon terminate, if at and (ii) upon the time occurrence and during the continuation of such proposed payment or issuance an any other Event of Default, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Borrower, declare all or any portion of the amounts described in clauses (a) through (c) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Lenders under subsection 3.3C(i). Notwithstanding anything contained in the preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to clause (ii) of such paragraph Borrower shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Borrower, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or Termination Event exists impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or would result therefromindirectly, (ii) issue to benefit Borrower, and such provisions shall not at any Subordinated Indebtedness Debenture other than Life Notes issued by GWG Life Settlements pursuant time be construed so as to grant Borrower the Note Issuance and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant right to the GWG Indenture and the Registration Statement, unless and until the require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent and the or Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, (iii) issue or permit the transfer of from exercising any Subordinated Indebtedness Debenture except in accordance with the terms and conditions of the applicable Subordinated Indebtedness Issuance Agreement and rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in a manner consistent with the disclosures made in the applicable Subordinated Indebtedness Prospectus including, without limitation, in each case the transfer restrictions therein or (iv) permit any Subordinated Indebtedness Issuance Agreement, Subordinated Indebtedness Prospectus or Subordinated Indebtedness Debenture to be amended, supplemented or otherwise modified except for amendments, supplements and other modifications that (I) this paragraph are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or (II) do not have a Material Adverse Effectmet.

Appears in 1 contract

Samples: Credit Agreement (Prime Hospitality Corp)

Subordinated Indebtedness. The GWG Parties will notAny Subordinated Indebtedness permitted hereunder or the guarantees thereof shall cease, without for any reason, to be validly subordinated to the prior written consent Obligations of the Agent and Credit Parties hereunder, as provided in the Lenders (i) make indenture governing such Subordinated Indebtedness, or any payments Credit Party, any Affiliate of any Credit Party, the trustee in respect of outstanding the Subordinated Indebtedness Debenture Notes or cause the issuance holders of at least 25% in aggregate principal amount of the Subordinated Notes shall so assert; THEN, (1) upon the occurrence of any additional Subordinated Indebtedness DebentureEvent of Default described in Section 8.1(g) or 8.1(h), if at automatically, and (2) upon the time occurrence and during the continuance of such proposed payment or issuance an any other Event of Default, Potential Event at the request of Default (or Termination Event exists or would result therefromwith the consent of) Requisite Lenders, upon notice to Borrower by Administrative Agent, (iiA) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Subordinated Indebtedness Debenture other than Life Notes issued by GWG Life Settlements pursuant to the Note Issuance and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the Agent and the Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, Letter of Credit shall immediately terminate; (iiiB) issue or permit the transfer of any Subordinated Indebtedness Debenture except in accordance with the terms and conditions each of the applicable Subordinated Indebtedness Issuance Agreement following shall immediately become due and in a manner consistent with the disclosures made in the applicable Subordinated Indebtedness Prospectus including, without limitationpayable, in each case the transfer restrictions therein without presentment, demand, protest or (iv) permit other requirements of any Subordinated Indebtedness Issuance Agreementkind, Subordinated Indebtedness Prospectus or Subordinated Indebtedness Debenture to be amended, supplemented or otherwise modified except for amendments, supplements and other modifications that all of which are hereby expressly waived by each Credit Party: (I) are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or unpaid principal amount of and accrued interest and premium on the Loans, (II) do an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations; provided, the foregoing shall not have a Material Adverse Effectaffect in any way the obligations of Lenders under Section 2.3(b)(v) or Section 2.4(e); (C) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents; and (D) Administrative Agent shall direct Borrower to pay (and Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Sections 8.1(g) and (h) to pay) to Administrative Agent such additional amounts of cash as reasonably requested by Issuing Bank, to be held as security for Borrower’s reimbursement obligations in respect of Letters of Credit then outstanding.

Appears in 1 contract

Samples: First Lien Credit and Guaranty Agreement (American Casino & Entertainment Properties LLC)

Subordinated Indebtedness. The GWG Parties will not, without Borrower may after the prior written consent of the Agent and the Lenders (i) make any payments in respect of outstanding Subordinated Indebtedness Debenture or cause the issuance of any date hereof incur additional Subordinated Indebtedness Debenture, if at the time of such proposed payment or issuance an Event of Default, Potential Event of Default or Termination Event exists or would result therefrom, (ii) issue any Subordinated Indebtedness Debenture other than Life Notes issued by GWG Life Settlements pursuant subject to the Note Issuance following conditions (each of which shall have been fulfilled in form and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant substance satisfactory to the GWG Indenture Required Lenders): (a) such Indebtedness shall be subordinated to the obligations of the Borrower to pay principal of and interest on the Registration StatementLoans, unless the Reimbursement Obligations and until the Agent all other amounts payable hereunder on terms and conditions no less favorable to the Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, (iii) issue or permit the transfer of any Subordinated Indebtedness Debenture except in accordance with than the terms and conditions of the Senior Subordinated Note Indentures; (b) such Indebtedness shall be an obligation of the Borrower only, and none of its Subsidiaries shall be contingently or otherwise obligated in respect thereof, unless subordinated to the obligations of such Subsidiary to pay principal of and interest on the Loans, the Reimbursement Obligations and all other amounts payable hereunder on terms and conditions no less favorable to the Lenders than the terms and conditions of the Senior Subordinated Note Indentures; (c) to the extent required pursuant to Section 2.11(b)(v), proceeds of such Indebtedness shall be applied to prepay Loans in the manner provided in Section 2.11(b)(v); (d) the terms of such Indebtedness shall not provide for payment of any portion of the principal thereof prior to the date six months after the final maturity of the Loans hereunder; (e) terms in respect of financial and other covenants, events of default and mandatory prepayments applicable to such Indebtedness shall be terms that are at the time customary in the market for subordinated debt being incurred by borrowers, and in transactions, comparable to the Borrower and proposed debt issuance; (f) at the time of issuance of such Indebtedness, and after giving effect thereto, the Borrower shall be in compliance with Section 7.08 (the determination of such ratios to be calculated under the assumption that such Indebtedness was issued, at the beginning of the respective period and that any other Indebtedness to be retired with the proceeds thereof was in fact retired on such date of issuance), and the Borrower shall have delivered to the Administrative Agent a certificate of its chief financial officer to such effect setting forth in reasonable detail the computations necessary to determine such compliance; and (g) at the time of such issuance, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing hereunder and the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer to such effect. Neither the Borrower nor any of its Subsidiaries shall purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for, the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Subordinated Indebtedness, except that the Borrower may (i) make payments on the regularly-scheduled payment dates with respect to the principal of and interest on the Subordinated Indebtedness Issuance Agreement and as in a manner consistent with effect on the disclosures made in the applicable Subordinated Indebtedness Prospectus includingdate hereof (or, without limitation, in each case the transfer restrictions therein or (iv) permit as to any Subordinated Indebtedness Issuance Agreementissued after the date hereof, as originally in effect), (ii) so long as no Default shall have occurred and be continuing (or will occur as a result of such payment), from the proceeds of Subordinated Indebtedness Prospectus or issued in accordance with the first paragraph of this Section, redeem Subordinated Indebtedness Debenture that is being refinanced with such proceeds and (iii) the Borrower may prepay Subordinated Indebtedness, so long as (x) at the time thereof and after giving effect thereto no Default shall have occurred and be continuing and (y) the aggregate amount of all such prepayments, together with the aggregate amount of Restricted Payments made pursuant to be amendedsection 7.05(b), supplemented shall not exceed $100,000,000. Neither the Borrower nor any of its Subsidiaries will consent to any modification, supplement or otherwise modified except for amendments, supplements and other modifications that waiver of any of the provisions of any Subordinated Indebtedness without the prior consent of the Administrative Agent (I) are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or (II) do not have a Material Adverse Effectapproval of the Required Lenders).

Appears in 1 contract

Samples: Credit Agreement (Canandaigua LTD)

Subordinated Indebtedness. The GWG Parties will not, without Borrower may after the prior written consent of the Agent and the Lenders (i) make any payments in respect of outstanding Subordinated Indebtedness Debenture or cause the issuance of any date hereof incur additional Subordinated Indebtedness Debenture, if at the time of such proposed payment or issuance an Event of Default, Potential Event of Default or Termination Event exists or would result therefrom, (ii) issue any Subordinated Indebtedness Debenture other than Life Notes issued by GWG Life Settlements pursuant subject to the Note Issuance following conditions (each of which shall have been fulfilled in form and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant substance satisfactory to the GWG Indenture Required Lenders): (a) such Indebtedness shall be subordinated to the obligations of the Borrower to pay principal of and interest on the Registration StatementLoans, unless the Reimbursement Obligations and until the Agent all other amounts payable hereunder on terms and conditions no less favorable to the Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, (iii) issue or permit the transfer of any Subordinated Indebtedness Debenture except in accordance with than the terms and conditions of the Senior Subordinated Note Indentures; (b) such Indebtedness shall be an obligation of the Borrower only, and none of its Subsidiaries shall be contingently or otherwise obligated in respect thereof, unless subordinated to the obligations of such Subsidiary to pay principal of and interest on the Loans, the Reimbursement Obligations and all other amounts payable hereunder on terms and conditions no less favorable to the Lenders than the terms and conditions of the Senior Subordinated Note Indentures; (c) to the extent required pursuant to Section 2.11(b)(v), proceeds of such Indebtedness shall be applied to prepay Loans in the manner provided in Section 2.11(b)(v); (d) the terms of such Indebtedness shall not provide for payment of any portion of the principal thereof prior to the date six months after the final maturity of the Loans hereunder; (e) terms in respect of financial and other covenants, events of default and mandatory prepayments applicable to such Indebtedness shall be terms that are at the time customary in the market for subordinated debt being incurred by borrowers, and in transactions, comparable to the Borrower and proposed debt issuance; (f) at the time of issuance of such Indebtedness, and after giving effect thereto, the Borrower shall be in compliance with Section 7.10 (the determination of such ratios to be calculated under the assumption that such Indebtedness was issued, at the beginning of the respective period and that any other Indebtedness to be retired with the proceeds thereof was in fact retired on such date of issuance), and the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer to such effect setting forth in reasonable detail the computations necessary to determine such compliance; and (g) at the time of such issuance, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing hereunder and the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer to such effect. Neither the Borrower nor any of its Subsidiaries shall purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for, the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Subordinated Indebtedness, except that (i) the Borrower may make payments on the regularly-scheduled payment dates with respect to the principal of and interest on the Subordinated Indebtedness Issuance Agreement as in effect on the date hereof (or, as to any Subordinated Indebtedness issued after the date hereof, as originally in effect), (ii) so long as no Default shall have occurred and be continuing (or will occur as a result of such payment), from the proceeds of Subordinated Indebtedness issued in a manner consistent accordance with the disclosures made in first paragraph of this Section, the applicable Borrower may redeem Subordinated Indebtedness Prospectus includingthat is being refinanced with such proceeds, without limitation(iii) the Borrower or any Subsidiary may acquire Subordinated Indebtedness to the extent that the Borrower's investment therein is permitted by Section 7.06(i), in each case the transfer restrictions therein or and (iv) permit the Borrower may prepay Subordinated Indebtedness, so long as (x) at the time thereof and after giving effect thereto no Default shall have occurred and be continuing and (y) the aggregate amount of all such prepayments, together with the aggregate amount of Restricted Payments made pursuant to section 7.07(b), shall not exceed $100,000,000. Neither the Borrower nor any of its Subsidiaries will consent to any modification, supplement or waiver of any of the provisions of any Subordinated Indebtedness Issuance Agreementif such amendment, Subordinated Indebtedness Prospectus supplement or Subordinated Indebtedness Debenture to be waiver would (A) increase the amount of principal, interest or other amounts payable by the Borrower or any Subsidiary in respect thereof or change the date when any such amount is due, (B) amend any financial or other covenant, term of subordination, event of default or mandatory prepayment provision in respect thereof (in the case of any covenant, if such covenant, as amended, supplemented would be materially more restrictive on the Borrower or otherwise modified except for amendments, supplements and other modifications that (Iany Subsidiary) are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or (IIC) do not have a Material Adverse Effectmaterial adverse effect on (x) the legal ability or financial capacity of any Obligor to perform any of its obligations under this Agreement or any of the other Loan Documents to which it is a party or (y) the rights of or benefits available to the Lenders under this Agreement or any of the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (SCV Epi Vineyards Inc)

Subordinated Indebtedness. The GWG Parties will not(a) Issue additional Subordinated Indebtedness, unless the following conditions are satisfied in connection with each such issuance: (i) no Default or Event of Default shall have occurred and be continuing; (ii) the maturity date of any issuance of the Subordinated Indebtedness must extend at least one hundred seventy-nine (179) days beyond the Maturity Date of this Agreement; (iii) the provisions pursuant to which such Subordinated Indebtedness are subordinate to the Obligations shall be substantially the same as those contained in Borrower’s Subordinated Indebtedness outstanding on the date hereof or otherwise acceptable to Administrative Agent in the exercise of its reasonable discretion, and shall include, without limitation, standstill and payment blockage requirements on the holders of such Subordinated Indebtedness for a period of at least one hundred seventy-nine (179) days following a Default or Event of Default hereunder; (iv) the covenants contained in any indenture or other agreement relating to such Subordinated Indebtedness must be less restrictive than the covenants contained in this Agreement; (v) such Subordinated Indebtedness must be unsecured; and (vi) the outstanding principal amount of any such Subordinated Indebtedness having a maturity date of less than one year from the date of the determination must be covered by the Borrowing Base as indicated in the definition of “Borrowing Base Availability” in Section 1.01 above. (b) Without the prior written consent of the Agent and the Lenders Required Lenders: (i) make repay, prepay, purchase, redeem or otherwise acquire any Subordinated Indebtedness, provided, however, that nothing contained in this Section 7.07 shall prevent any member of the Consolidated Group from (A) making regularly scheduled payments in respect of outstanding principal and interest on any Subordinated Indebtedness Debenture if no Default or cause the issuance of any additional Subordinated Indebtedness Debenture, if at the time of such proposed payment or issuance an Event of Default, Potential Event of Default exists and the payments would not cause a Default or Termination Event of Default to occur, or (B) prepaying or repurchasing any Subordinated Indebtedness if no Default or Event of Default exists and the payments would not cause a Default or would result therefrom, Event of Default to occur; or (ii) issue other than in connection with the action permitted in clause (i) above, permit the modification, waiver or amendment of any of the terms of any Subordinated Indebtedness, except for modifications, waivers or amendments that do not (x) increase the interest rate, fees or other charges provided for therein or change the maturity date or any other scheduled date for repayment of principal of such Subordinated Indebtedness, (y) change the subordination provisions of such Subordinated Indebtedness or (z) impose upon any member of the Consolidated Group any obligation or limitation that, in the reasonable judgment of Administrative Agent, is, in any material respect, more burdensome or restrictive than those currently provided for in this Agreement; or (iii) other than in connection with the action permitted in clause (i) above, permit (whether or not within the control of a member of the Consolidated Group) the modification, waiver, or amendment of, or release of any parties to, any subordination agreement or subordination provisions contained in any indenture with respect to any Subordinated Indebtedness. (c) Notwithstanding anything to the contrary contained herein, during the Modification Period, Borrower shall not, nor shall it permit any member of the Consolidated Group to, directly or indirectly repay, prepay, purchase, redeem or otherwise acquire any Subordinated Indebtedness Debenture (other than Life Notes issued by GWG Life Settlements pursuant to the Note Issuance and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the Agent and the Lenders have had a reasonable opportunity to review the related Permitted Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, (iii) issue or permit the transfer of any Subordinated Indebtedness Debenture except in accordance with the terms and conditions of the applicable Subordinated Indebtedness Issuance Agreement and in a manner consistent with the disclosures made in the applicable Subordinated Indebtedness Prospectus including, without limitation, in each case the transfer restrictions therein or (iv) permit any Subordinated Indebtedness Issuance Agreement, Subordinated Indebtedness Prospectus or Subordinated Indebtedness Debenture to be amended, supplemented or otherwise modified except for amendments, supplements and other modifications that (I) are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or (II) do not have a Material Adverse EffectDebt Payments).

Appears in 1 contract

Samples: Term Loan Agreement (Wci Communities Inc)

Subordinated Indebtedness. The GWG Parties Borrower will not, without and will not permit any Subsidiary to, make any amendment or modification to the prior written consent indenture, note or other agreement evidencing or governing any Subordinated Indebtedness which is adverse to the interests of the Agent and the Lenders (i) make Lenders, or directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any payments in respect of outstanding Subordinated Indebtedness Debenture or cause Indebtedness, other than after the issuance of any additional Permitted Subordinated Indebtedness, the exchange of notes evidencing such Indebtedness for notes that have terms substantially identical in all material respects to such original notes, except that such new notes do not contain terms with respect to transfer restrictions. No Permitted Subordinated Indebtedness Debentureshall bear interest required to be paid in cash at a rate in excess of 12% per annum. The Borrower shall exercise any option that permits it to capitalize interest on Subordinated Indebtedness in excess of 12% per annum. The Borrower shall give the Agent five Business Days' prior written notice of the terms of any amendment or modification to the indenture, if at note or other agreement evidencing or governing any Subordinated Indebtedness. Notwithstanding the time of such proposed payment or issuance an Event of Defaultforegoing, Potential Event of so long as no Default or Termination Event exists Unmatured Default shall have occurred and be continuing or would result result, or would be reasonably likely to result, therefrom, (ii) issue any the Borrower may repurchase the Existing Subordinated Indebtedness, provided that such repurchased Existing Subordinated Indebtedness Debenture other than Life Notes issued by GWG Life Settlements pursuant to the Note Issuance shall be cancelled and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the Agent and the Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, (iii) issue or permit the transfer of any Subordinated Indebtedness Debenture except in accordance with the terms and conditions of the applicable Subordinated Indebtedness Issuance Agreement and in a manner consistent with the disclosures made in the applicable Subordinated Indebtedness Prospectus including, without limitation, in each case the transfer restrictions therein or (iv) permit any Subordinated Indebtedness Issuance Agreement, Subordinated Indebtedness Prospectus or Subordinated Indebtedness Debenture to be amended, supplemented or otherwise modified except for amendments, supplements and other modifications that (I) are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or (II) do not have a Material Adverse Effectreissued.

Appears in 1 contract

Samples: Credit Agreement (Bio Rad Laboratories Inc)

Subordinated Indebtedness. (A) The GWG Parties will not, without the prior written consent of the Agent and the Lenders (i) Borrower shall not make any payments in payment or prepayment on or with respect of outstanding to, or any redemption or repurchase of, any Subordinated Indebtedness Debenture while this Agreement remains in effect, whether of principal, interest or cause otherwise, except that (1) the issuance Borrower shall be permitted to make regularly scheduled payments of principal and interest on the Subordinated Debentures provided that (a) no such payment shall be made prior to the due date for such payment, and (b) there does not exist any additional Subordinated Indebtedness Debenture, if Default or Event of Default at the time of such proposed payment, and (c) if such payment were to have been made on the last day of the fiscal quarter ended immediately prior to such payment date, the Borrower would have remained in compliance with Sections 6.25 through 6.29; and (2) the Borrower may prepay, redeem or issuance an Event of Defaultrepurchase (for purposes hereof, Potential a "redemption") Subordinated Indebtedness if (a) such redemption is lawful in all respects, (b) no Default or Event of Default has occurred and is continuing, (c) prior to the payment of the redemption price for each such redemption, the Borrower's Financial Statements or Termination Interim Financial Statements, Borrowing Base Certificate, Compliance Certificate and other supporting certifications for the immediately preceding fiscal quarter shall indicate that no Default or Event of Default exists or would result therefromhave existed after giving effect to such payment, (iid) issue any at the time of each such redemption there shall be no Loans outstanding and such redemption shall not result in an Advance or the issuance of a Letter of Credit, (e) such Subordinated Indebtedness Debenture other than Life Notes issued by GWG Life Settlements shall be redeemed at par or at a discount from par but not at a premium, and (f) the consideration of all such redemptions shall not exceed $2,000,000.00 in the aggregate. (B) The Borrower shall not enter into any amendment or modification of the Subordinated Debentures or the indenture pursuant to which the Note Issuance and Security Agreement and Subordinated Debentures were issued without the Holdings Debentures issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the Agent and the Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such Agent's prior written consent which consent shall not to be unreasonably withheld, (iii) issue or permit the transfer of any Subordinated Indebtedness Debenture except in accordance with the terms and conditions of the applicable Subordinated Indebtedness Issuance Agreement and in a manner consistent with the disclosures made in the applicable Subordinated Indebtedness Prospectus including, without limitation, in each case the transfer restrictions therein or (iv) permit any Subordinated Indebtedness Issuance Agreement, Subordinated Indebtedness Prospectus or Subordinated Indebtedness Debenture to be amended, supplemented or otherwise modified except for amendments, supplements and other modifications that (I) are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or (II) do not have a Material Adverse Effect.

Appears in 1 contract

Samples: Loan Agreement (Edo Corp)

Subordinated Indebtedness. The GWG Parties will notIn addition and not in limitation of paragraph 6 hereof, without each Guarantor agrees as follows: (a) Each Guarantor hereby agrees that the Subordinated Indebtedness (as defined below) shall be subordinate and junior in right of payment to the prior written consent payment in full of the Agent and the Lenders (i) make any payments in respect of outstanding all Guaranteed Obligations as herein provided. The Subordinated Indebtedness Debenture shall not be payable, and no payment of principal, interest or cause the issuance other amounts on account thereof, and no property or guarantee of any additional nature to secure or pay the Subordinated Indebtedness Debentureshall be made or given, if at the time directly or indirectly by or on behalf of such proposed payment any Other Party (as defined in paragraph 7 above) or issuance an Event of Defaultreceived, Potential Event of Default accepted, retained or Termination Event exists or would result therefrom, (ii) issue applied by any Subordinated Indebtedness Debenture other than Life Notes issued by GWG Life Settlements pursuant to the Note Issuance and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the Guaranteed Obligations shall have been paid in full in cash for one year; except that prior to receipt of a notice from the Administrative Agent and under this paragraph (which may be given at any time an Event of Default exists), a Guarantor shall have the Lenders have had a reasonable opportunity right to review receive payments on the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, (iii) issue or permit the transfer of any Subordinated Indebtedness Debenture except in accordance with the terms and conditions of the applicable Subordinated Indebtedness Issuance Agreement and in a manner consistent with the disclosures made in the applicable ordinary course of business. After receipt of the notice from the Administrative Agent delivered under the preceding sentence, no payments of principal or interest or any other amounts may be made or given, directly or indirectly, by or on behalf of any Other Party or received, accepted, retained or applied by any Guarantor unless and until the Guaranteed Obligations shall have been paid in full in cash for one year. If any sums shall be paid to a Guarantor by any Other Party or any other Person on account of the Subordinated Indebtedness Prospectus includingwhen such payment is not permitted hereunder, such sums shall be held in trust by such Guarantor for the benefit of the Creditors and shall forthwith be paid to the Administrative Agent without limitationaffecting the liability of any Guarantor under this Guaranty Agreement and may be applied by the Administrative Agent against the Guaranteed Obligations. Upon the request of the Administrative Agent, a Guarantor shall execute, deliver, and endorse to the Administrative Agent such documentation as the Administrative Agent may request to perfect, preserve, and enforce its rights hereunder. For purposes of this Guaranty Agreement and with respect to a Guarantor, the term "Subordinated Indebtedness" means, with respect to any Guarantor, all indebtedness, liabilities, and obligations of any Other Party to such Guarantor, whether such indebtedness, liabilities, and obligations now exist or are hereafter incurred or arise, or are direct, indirect, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such indebtedness, liabilities, or obligations are evidenced by a note, contract, open account, or otherwise, and irrespective of the Person or Persons in each case whose favor such indebtedness, obligations, or liabilities may, at their inception, have been, or may hereafter be created, or the transfer restrictions therein manner in which they have been or (iv) permit any Subordinated Indebtedness Issuance Agreement, Subordinated Indebtedness Prospectus or Subordinated Indebtedness Debenture to may hereafter be amended, supplemented or otherwise modified except for amendments, supplements and other modifications that (I) are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or (II) do not have a Material Adverse Effectacquired by such Guarantor.

Appears in 1 contract

Samples: Revolving Credit Facility Agreement (Lennox International Inc)

Subordinated Indebtedness. The GWG Parties will notThere shall occur any default under any Subordinated Indebtedness, without or there shall occur any event that requires Borrower or any of its Subsidiaries to purchase, redeem or otherwise acquire or offer to purchase, redeem or otherwise acquire all or any portion of any Subordinated Indebtedness; or Borrower or any of its Subsidiaries shall for any reasons purchase, redeem or otherwise acquire or offer to purchase, redeem or otherwise acquire, or make any other payments in respect of, all or any portion of any Subordinated Indebtedness, except to the prior written consent of the Agent and the Lenders extent expressly permitted by subsection 7.5; THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the obligation of each Lender to make any payments in respect Loan, the obligation of outstanding Subordinated Indebtedness Debenture or cause Administrative Agent to issue any Letter of Credit and the issuance right of any additional Subordinated Indebtedness DebentureLender to issue any Letter of Credit hereunder shall thereupon terminate, if at and (ii) upon the time occurrence and during the continuation of such proposed payment or issuance an any other Event of Default, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Borrower, declare all or any portion of the amounts described in clauses (a) through (c) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Lenders under subsection 3.3C(i) or the obligations of Lenders to purchase assignments of any unpaid Swing Line Loans as provided in subsection 2.1A(iii). Any amounts described in clause (b) above, when received by Administrative Agent, shall be held by Administrative Agent pursuant to the terms of the Security Agreement and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to clause (ii) of such paragraph Borrower shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Borrower, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or Termination Event exists impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or would result therefromindirectly, (ii) issue to benefit Borrower, and such provisions shall not at any Subordinated Indebtedness Debenture other than Life Notes issued by GWG Life Settlements pursuant time be construed so as to grant Borrower the Note Issuance and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant right to the GWG Indenture and the Registration Statement, unless and until the require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent and the or Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, (iii) issue or permit the transfer of from exercising any Subordinated Indebtedness Debenture except in accordance with the terms and conditions of the applicable Subordinated Indebtedness Issuance Agreement and rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in a manner consistent with the disclosures made in the applicable Subordinated Indebtedness Prospectus including, without limitation, in each case the transfer restrictions therein or (iv) permit any Subordinated Indebtedness Issuance Agreement, Subordinated Indebtedness Prospectus or Subordinated Indebtedness Debenture to be amended, supplemented or otherwise modified except for amendments, supplements and other modifications that (I) this paragraph are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or (II) do not have a Material Adverse Effectmet.

Appears in 1 contract

Samples: Credit Agreement (Lodgenet Entertainment Corp)

Subordinated Indebtedness. The GWG Parties will not, without Borrower may after the prior written consent date hereof incur additional Subordinated Indebtedness subject to the following conditions (each of which shall have been fulfilled in form and substance reasonably satisfactory to the Administrative Agent): (a) such Indebtedness shall be subordinated to the obligations of the Agent Borrower to pay principal of and interest on the Lenders (i) make any payments Loans, the reimbursement obligation in respect of outstanding Subordinated Indebtedness Debenture or cause the issuance of any additional Subordinated Indebtedness Debenture, if at the time of such proposed payment or issuance an Event of Default, Potential Event of Default or Termination Event exists or would result therefrom, (ii) issue any Subordinated Indebtedness Debenture each LC Disbursement and all other than Life Notes issued by GWG Life Settlements pursuant amounts payable hereunder on terms and conditions no less favorable to the Note Issuance and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the Agent and the Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, (iii) issue or permit the transfer of any Subordinated Indebtedness Debenture except in accordance with than the terms and conditions of the applicable Senior Subordinated Note Indentures; (b) such Indebtedness shall be an obligation of the Borrower only, and none of its Subsidiaries shall be contingently or otherwise obligated in respect thereof, unless subordinated to the obligations of such Subsidiary to pay principal of and interest on the Loans, the Reimbursement Obligations and all other amounts payable hereunder on terms and conditions no less favorable to the Lenders than the terms and conditions of the Senior Subordinated Note Indentures; (c) the Net Available Proceeds of such Indebtedness shall be applied to (i) prepay Loans in accordance with Section 2.10(b)(iv), (ii) repay or prepay Subordinated Indebtedness Issuance Agreement (in accordance with this Section 7.11) or Senior Unsecured Indebtedness (in accordance with Section 7.12) or (iii) finance one or more Acquisitions pursuant to Section 7.05(b); (d) the terms of such Indebtedness shall not provide for payment of any portion of the principal thereof prior to the date six months after the final maturity of the Loans hereunder; (e) terms in respect of financial and other covenants, events of default and mandatory prepayments applicable to such Indebtedness shall be terms that are at the time customary in the market for subordinated debt being incurred by the Borrower, and in a manner consistent transactions, comparable to the Borrower’s proposed debt issuance; (f) at the time of issuance of such Indebtedness, and after giving effect thereto, the Borrower shall be in compliance with Section 7.10 (the determination of such ratios to be calculated under the assumption that such Indebtedness was issued, at the beginning of the respective period and that any other Indebtedness to be retired with the disclosures made proceeds thereof was in fact retired on such date of issuance); (g) at the time of such issuance, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing hereunder; and (h) prior to such issuance the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect specified in the applicable Subordinated Indebtedness Prospectus includingforegoing clauses (a), without limitation(b), (e), (f) and (g) (and setting forth in each case reasonable detail the transfer restrictions therein computations necessary to determine compliance with said clause (f)). Neither the Borrower nor any of its Subsidiaries shall purchase, redeem, retire or (iv) permit otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for, the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Subordinated Indebtedness Issuance Agreement(or enter into any transaction that has a substantially similar effect), except that (i) the Borrower may make payments on the regularly-scheduled payment dates with respect to the principal of and interest on the Subordinated Indebtedness Prospectus or as in effect on the date hereof (or, as to any Subordinated Indebtedness Debenture to issued after the date hereof, as originally in effect) and (ii) so long as no Default shall have occurred and be amendedcontinuing (or will occur as a result of such payment), supplemented from the proceeds of other Subordinated Indebtedness issued in accordance with the first paragraph of this Section, the Borrower may redeem or otherwise modified except for amendments, supplements and other modifications that (I) are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or (II) do not have a Material Adverse Effectprepay such Subordinated Indebtedness.

Appears in 1 contract

Samples: Credit Agreement (Constellation Brands, Inc.)

Subordinated Indebtedness. The GWG Parties will notAmend, without the prior written consent modify or waive any provision of the Agent and the Lenders (i) any Subordinated Indebtedness, or make any payments in respect Prepayment of outstanding Subordinated Indebtedness Debenture all or cause the issuance of any additional Subordinated Indebtedness Debenture, if at the time of such proposed payment or issuance an Event of Default, Potential Event of Default or Termination Event exists or would result therefrom, (ii) issue any Subordinated Indebtedness Debenture other than Life Notes issued by GWG Life Settlements pursuant to the Note Issuance and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the Agent and the Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, (iii) issue or permit the transfer portion of any Subordinated Indebtedness Debenture or make any other payments on or in respect thereof, except that this Section 4.14 shall not apply to (a) amendments, modifications and waivers of Subordinated Indebtedness that do not have an adverse effect on the rights of the Administrative Agent, the Issuing Bank, the Swing Line Lender or any Bank under the Loan Documents, so long as such amendment, modification or waiver is in writing and a copy thereof is provided to the Administrative Agent within 30 days of its execution, (b) payments of interest and principal when due on the Subordinated Indebtedness in accordance with their regularly scheduled maturities (without giving effect to any acceleration or required or optional Prepayment), but not earlier, and then only if (i) no Default exists and (ii) with respect to Subordinated Indebtedness, such payment is permitted by the terms and conditions applicable Subordination Agreement, (c) if the Leverage Ratio for any Determination Year, commencing with the Determination Year ending December 31, 1999, shall be greater than or equal to 4.00:1.00 but less than 5.00:1.00, Prepayments of Subordinated Indebtedness for the fiscal year of the Borrower next succeeding such Determination Year in aggregate amount, together with the aggregate amount of all Restricted Payments made during such year to which Section 4.08 shall not be applicable by virtue of clause (b) thereof ("Permitted --------- Restricted Payments"), not exceeding 25% of Consolidated Excess ------------------- Cash Flow for such Determination Year, provided that the Leverage Ratio -------- immediately before and after the making of such Prepayment shall be less than 5.00 to 1.00 and provided, further, that no Default or Event of Default shall -------- ------- exist immediately before or after the making of such Prepayment and (d) if the Leverage Ratio for any Determination Year, commencing with the Determination Year ending December 31, 1999, shall be less than 4.00:1.00, any Prepayments of Subordinated Indebtedness Issuance Agreement made during the fiscal year of the Borrower next succeeding such Determination Year, provided that the Leverage Ratio immediately -------- before and in a manner consistent with after the disclosures made making of such Prepayment shall be less than 4.00 to 1.00 and provided, further, that no Default or Event of Default shall exist -------- ------- immediately before or after the making of such Prepayment. For purposes of clause (a) of the preceding sentence, an increase in the applicable principal amount of, an increase in the interest rate beyond a commercially reasonable rate on, or date scheduled earlier than the Term B Termination Date for the payment, purchase or defeasement of principal of or interest on Subordinated Indebtedness Prospectus including, without limitation, in each case or the transfer restrictions therein or (iv) permit any Subordinated Indebtedness Issuance Agreement, Subordinated Indebtedness Prospectus or Subordinated Indebtedness Debenture Notes shall be deemed to be amended, supplemented or otherwise modified except for amendments, supplements and other modifications that (I) are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or (II) do not have a Material Adverse Effectsuch an adverse effect.

Appears in 1 contract

Samples: Secured Guaranteed Credit Agreement (Zd Inc)

Subordinated Indebtedness. The GWG Parties Company ------------------------- will not, without the prior written consent and will not permit any Subsidiary to, make or agree to make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of the Agent and principal of or interest on the Lenders Senior Subordinated Notes or any other Subordinated Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, cancellation or termination of the Senior Subordinated Notes or any other Subordinated Indebtedness, except (i) make any scheduled and other mandatory payments of interest and principal in respect thereof (other than any prepayments of outstanding the Senior Subordinated Indebtedness Debenture Notes Due 2009 with the proceeds of any offering or cause the issuance of any additional Subordinated Indebtedness Debenture, if at the time of such proposed payment Equity Interests or issuance an Event of Default, Potential Event of Default or Termination Event exists or would result therefromIndebtedness), (ii) issue any the prepayment of the Senior Subordinated Indebtedness Debenture Notes with the proceeds of other than Life Notes issued by GWG Life Settlements pursuant to the Note Issuance Subordinated Indebtedness, including Qualified Subordinated Indebtedness, permitted under Section 6.05(d) and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the Agent and the Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, (iii) issue after an Initial Public Offering, the prepayment of Senior Subordinated Notes with up to US$25,000,000 (or permit US$45,000,000 if such Initial Public Offering is the transfer Planned IPO) of any Subordinated Indebtedness Debenture except the Net Proceeds from such Initial Public Offering, provided that, in the case of clauses -------- (ii) and (iii) above, (A) the Net Proceeds from such Initial Public Offering are applied first to prepay US Term Loans and, unless such Initial Public offering is the Planned IPO, amounts owed in respect of Canadian Term Loans and outstanding B/As in accordance with Section 2.11(c), (B) the terms Net Proceeds from the issuance of Qualified Subordinated Indebtedness are applied to prepay Senior Subordinated Notes, US Term Loans and conditions Revolving Borrowings in accordance with Section 2.11(c) and (C) the Leverage Ratio does not exceed 3.5 to 1.0 (calculated on a pro forma basis to give effect to the application of such Net Proceeds in accordance with Section 2.11 and to any prepayment of Senior Subordinated Notes); provided that, in any case, no payment -------- shall be made in respect of the applicable Senior Subordinated Notes or any other Subordinated Indebtedness Issuance Agreement and in a manner consistent that is prohibited by the subordination provisions applicable thereto. Notwithstanding the forgoing proviso, it is agreed that any prepayment of the Senior Subordinated Notes with the disclosures made in the applicable proceeds from an issuance of Qualified Subordinated Indebtedness Prospectus includingpermitted by clause (ii) of the preceding sentence or with proceeds from an Initial Public Offering permitted by clause (iii) of the preceding sentence shall not be received in trust for, without limitationheld for the benefit of, or paid over, delivered or transferred to, the Lenders. SECTION 2. Increase in each case Revolving Commitments of Certain -------------------------------------------- Existing Lenders. In the transfer restrictions therein or event that the Amendment Effective Date (ivas defined in ---------------- Section 4 below) permit any shall have occurred, effective as of the date on which US Term Loans are prepaid with Net Proceeds of the issuance of Qualified Subordinated Indebtedness Issuance pursuant to Section 2.11(c) of the Credit Agreement, Subordinated Indebtedness Prospectus or Subordinated Indebtedness Debenture to be amended, supplemented or otherwise modified except for amendments, supplements and other modifications each of the US Term Lenders that (I) are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or (II) do not have executes a Material Adverse Effect.separate signature block appearing on its signature page

Appears in 1 contract

Samples: Credit Agreement (Avalon Rehabilitation & Healthcare LLC)

Subordinated Indebtedness. The GWG Parties will notUnless consented to by the Required Lenders: (a) prepay, redeem, purchase, repurchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Subordinated Indebtedness, in each case including pursuant to any change of control, sale of assets, issuance of any equity or otherwise as may be set forth in the terms therefor or available to the Borrower at its option; or (b) amend, modify or change in any manner any term or condition of any Subordinated Indebtedness (including without the prior written consent limitation any of the documents evidencing such Subordinated Indebtedness) so that the terms and conditions thereof are less favorable to the Administrative Agent and the Lenders (i) make any payments in respect of outstanding Subordinated Indebtedness Debenture or cause the issuance of any additional Subordinated Indebtedness Debenture, if at the time of such proposed payment or issuance an Event of Default, Potential Event of Default or Termination Event exists or would result therefrom, (ii) issue any Subordinated Indebtedness Debenture other than Life Notes issued by GWG Life Settlements pursuant to the Note Issuance and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the Agent and the Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, (iii) issue or permit the transfer of any Subordinated Indebtedness Debenture except in accordance with the terms and conditions of such Indebtedness as of December 30, 2003; provided that at any time the applicable Borrower may prepay, redeem, purchase, repurchase, defease or otherwise satisfy prior to the scheduled maturity thereof (each such event a "Bond Repurchase") a principal amount of Subordinated Indebtedness Issuance Agreement so long as both immediately before and in a manner consistent with after the disclosures made in making of any such Bond Repurchase, and pro forma for each such Bond Repurchase, (i) the applicable Subordinated Indebtedness Prospectus includingAvailable Repurchase Amount is not less than $0, without limitation(ii) the Total Leverage Ratio is less than or equal to 1.75 to 1.00, in each case (iii) the transfer restrictions therein excess of the Aggregate Revolving Credit Commitments over the aggregate Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall equal or exceed $15,000,000, and (iv) permit any Subordinated Indebtedness Issuance Agreement, Subordinated Indebtedness Prospectus no Default or Subordinated Indebtedness Debenture to Event of Default shall have occurred and be amended, supplemented or otherwise modified except for amendments, supplements and other modifications that (I) are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or (II) do not have a Material Adverse Effectcontinuing.

Appears in 1 contract

Samples: Credit Agreement (Jarden Corp)

Subordinated Indebtedness. The GWG Parties will not, without Without limiting the prior written consent obligation of the Agent and Company to obtain the approval of the Majority Lenders to the terms of Permitted Subordinated Indebtedness to the extent required by Section 8.13 hereof, upon any Debt Issuance: (i) the Company shall prepay the Loans and the Commitments shall be subject to automatic reduction on the date of such issuance in an amount equal to the Unused Proceeds thereof, such prepayment and reduction to be effected in the manner and to the extent specified in paragraph (g) of this Section 2.09; and (ii) the Company shall deposit the Reserved Proceeds thereof into a Reserved Proceeds Account to be held therein pending application of such Reserved Proceeds to make any one or more Subsequent Acquisitions, to refinance outstanding Subordinated Indebtedness or to make payments in respect of outstanding Subordinated Indebtedness Debenture the UVC Notes as contemplated by the last sentence of the first paragraph of Section 8.09 hereof (and the relevant Reserved Proceeds Account Agent need not release such Reserved Proceeds except upon presentation of evidence satisfactory to it that such Reserved Proceeds are to be so applied in compliance with the provisions of this Agreement), provided that if such Reserved Proceeds are not in fact so applied within 180 days of such Debt Issuance, such Reserved Proceeds shall forthwith be applied to the prepayment of Loans and reductions of Commitments as provided above (it being understood that, in the event Reserved Proceeds from more than one Debt Issuance are paid into a Reserved Proceeds Account, such Reserved Proceeds shall be deemed to be released in the same order in which such Debt Issuances occurred). Nothing in this paragraph (e) shall be deemed to obligate the Administrative Agent or cause the issuance Majority Lenders to release, or to agree to release, from a Reserved Proceeds Account of any additional Subordinated Indebtedness Debenture, if at the time of such proposed payment proceeds to or issuance an for the benefit of the Company for purposes as aforesaid upon the occurrence and during the continuance of any Event of Default, Potential Event of Default or Termination Event exists or would result therefrom, ." (ii3) issue any Subordinated Indebtedness Debenture other than Life Notes issued by GWG Life Settlements pursuant to the Note Issuance and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the Agent and the Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, (iii) issue or permit the transfer of any Subordinated Indebtedness Debenture except in accordance with the terms and conditions Section 2.09 of the applicable Subordinated Indebtedness Issuance Credit Agreement and in a manner consistent with the disclosures made in the applicable Subordinated Indebtedness Prospectus including, without limitation, in each case the transfer restrictions therein or is hereby further amended by redesignating paragraph (ivf) permit any Subordinated Indebtedness Issuance Agreement, Subordinated Indebtedness Prospectus or Subordinated Indebtedness Debenture to be amended, supplemented or otherwise modified except for amendments, supplements and other modifications that thereof as paragraph (I) are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or (II) do not have a Material Adverse Effect.g)

Appears in 1 contract

Samples: Credit Agreement (Frontiervision Capital Corp)

Subordinated Indebtedness. The GWG Parties will notAny Subordinated Indebtedness permitted hereunder or the guarantees thereof shall cease, without for any reason, to be validly subordinated to the prior written consent Obligations of the Agent and Credit Parties hereunder, as provided in the Lenders (i) make indenture governing such Subordinated Indebtedness, or any payments Credit Party, any Affiliate of any Credit Party, the trustee in respect of outstanding the Subordinated Indebtedness Debenture or cause the issuance holders of at least 25% in aggregate principal amount of the Subordinated Indebtedness shall so assert; THEN, (1) upon the occurrence of any additional Subordinated Indebtedness DebentureEvent of Default described in Section 9.01(f) or 9.01(g), if at automatically, and (2) upon the time occurrence and during the continuance of such proposed payment or issuance an any other Event of Default, Potential Event at the request of Default (or Termination Event exists or would result therefromwith the consent of) Requisite Lenders, upon notice to Borrower by Administrative Agent, (iiA) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Subordinated Indebtedness Debenture other than Life Notes issued by GWG Life Settlements pursuant to the Note Issuance and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the Agent and the Lenders have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented to such issuance, such consent not to be unreasonably withheld, Letter of Credit shall immediately terminate; (iiiB) issue or permit the transfer of any Subordinated Indebtedness Debenture except in accordance with the terms and conditions each of the applicable Subordinated Indebtedness Issuance Agreement following shall immediately become due and in a manner consistent with the disclosures made in the applicable Subordinated Indebtedness Prospectus including, without limitationpayable, in each case the transfer restrictions therein without presentment, demand, protest or (iv) permit other requirements of any Subordinated Indebtedness Issuance Agreementkind, Subordinated Indebtedness Prospectus or Subordinated Indebtedness Debenture to be amended, supplemented or otherwise modified except for amendments, supplements and other modifications that all of which are hereby expressly waived by each Credit Party: (I) are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice or unpaid principal amount of and accrued interest on the Loans, (II) do an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations (other than Obligations in respect of Secured Hedge Agreements and Cash Management Agreements); provided, the foregoing shall not have a Material Adverse Effectaffect in any way the obligations of Lenders under Section 2.03(b)(v) or Section 2.04(e); (C) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents; and (D) Administrative Agent shall direct Borrower to pay (and Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Sections 9.01(f) or 9.01(g) to pay) to Administrative Agent such additional amounts of cash as reasonable requested by Issuing Bank, to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Digitalglobe, Inc.)

Subordinated Indebtedness. The GWG Parties will not(a) Except as provided in this Section 8.14, without neither the prior written consent Company, nor any of its Subsidiaries nor any Partnership shall purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for, the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the Agent principal of or interest on, or any other amount owing in respect of, any Subordinated Indebtedness, except for regularly scheduled payments of principal and interest in respect thereof required pursuant to the Lenders instruments evidencing such Subordinated Indebtedness. (b) The Company may offer to purchase and redeem Senior Subordinated Notes in the amount and under the circumstances described in Section 4.12(iii)(c) of the Senior Subordinated Indenture dated as of March 15, 1996 and Section 4.12(iv) of the Senior Subordinated Indenture dated as of July 21, 1997, provided that: (i) make any payments in respect the Company shall have given each Bank Party written notice of outstanding its intent to so purchase and redeem (collectively "redeem") the Senior Subordinated Indebtedness Debenture Notes at least 25 days prior to the date (the "Net Proceeds Payment Date") that it will become obligated to so redeem such Senior Subordinated Notes pursuant to such Section 4.12(iii)(c) or cause Section 4.12(iv), as appropriate, such notice to specify the issuance Net Proceeds Payment Date and, based upon the proceeds available for such redemption, the maximum amount of any additional Senior Subordinated Indebtedness DebentureNotes that may be so redeemed, if (ii) the Company shall have provided to each Bank Party such information as Agent shall have reasonably requested with regard to such redemption, (iii) no Default or Event of Default shall have occurred and be continuing at the time of any such proposed payment redemption, and (iv) if elected by Majority Lenders, by written notice to the Company during the 25 day period after such notice is given, a new Borrowing Base shall have been determined by Supermajority Lenders in the manner specified by Section 2.08 hereof and the Facility Usage shall not exceed the Borrowing Base as so redetermined. (c) The Company may offer to purchase and redeem Senior Subordinated Notes in an amount of up to $60,000,000 under the circumstances described in Paragraph 5 thereof, provided that: (i) the Company shall have given each Bank Party written notice of its intent to so purchase or issuance an Event redeem (collectively "redeem") such Senior Subordinated Notes at least 25 days prior to the date (the "Net Proceeds of Defaulta Public Offering Redemption Date") that it will become obligated to so redeem such Senior Subordinated Notes pursuant to Paragraph 5 thereof, Potential Event such notice to specify the Net Proceeds of Default or Termination Event exists or would result therefroma Public Offering Redemption Date and, based upon the proceeds available for such redemption, the maximum amount of Senior Subordinated Notes that may be so redeemed, (ii) issue any Subordinated Indebtedness Debenture other than Life Notes issued by GWG Life Settlements pursuant the Company shall have provided to the Note Issuance and Security Agreement and the Holdings Debentures issued by the Performance Guarantor pursuant to the GWG Indenture and the Registration Statement, unless and until the each Bank Party such information as Agent and the Lenders shall have had a reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness Prospectus and have consented reasonably requested with regard to such issuance, such consent not to be unreasonably withheldredemption, (iii) issue no Default or permit Event of Default shall have occurred and be continuing at the transfer time of any Subordinated Indebtedness Debenture except in accordance with the terms such redemption, and conditions of the applicable Subordinated Indebtedness Issuance Agreement and in a manner consistent with the disclosures made in the applicable Subordinated Indebtedness Prospectus including, without limitation, in each case the transfer restrictions therein or (iv) permit any Subordinated Indebtedness Issuance Agreementif elected by Majority Lenders, Subordinated Indebtedness Prospectus or Subordinated Indebtedness Debenture to be amended, supplemented or otherwise modified except for amendments, supplements and other modifications that (I) are necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent by written notice or (II) do to the Company during the 25 day period after such notice is given, a new Borrowing Base shall have been determined by Supermajority Lenders in the manner specified by Section 2.08 hereof and the Facility Usage shall not have a Material Adverse Effectexceed the Borrowing Base as so redetermined.

Appears in 1 contract

Samples: Credit Agreement (Plains Resources Inc)