Common use of Subordinated Loan Documents Clause in Contracts

Subordinated Loan Documents. The Subordinated Agent, for itself and on behalf of the other Subordinated Claimholders, agrees that none of the Subordinated Loan Documents or any other document, instrument, or agreement evidencing all or any part of the Subordinated Obligations may be amended, restated, supplemented, Refinanced, or otherwise modified without the prior written consent of the Senior Agents, on behalf of the requisite Senior Claimholders under each Senior Credit Agreement, to the extent that the effect of such amendment, restatement, Refinancing or other modification is to (i) increase the maximum principal amount of the Subordinated Obligations (other that as may result from the accrual of payments-in-kind of interest pursuant to the terms of the Subordinated Loan Documents) to an amount in excess of $135,000,000, (ii) increase the rate of interest (whether payable in cash or in kind) on any of the Subordinated Obligations to a rate in excess of 4.00% per annum above the interest rate set forth in the Subordinated Loan Agreement (as in effect on the date hereof) (provided that the rate of interest payable in cash on any of the Subordinated Obligations shall not be increased to a rate in excess of 3.00% per annum above the rate of cash interest set forth in the Subordinated Loan Agreement (as in effect on the date hereof)), except in connection with the imposition of a default rate of interest in accordance with the terms of the Subordinated Loan Documents (as in effect on the date hereof), (iii) change or add any event of default or any covenant with respect to the Subordinated Obligations, or change or add any other undertaking under any of the Subordinated Loan Documents, in any such case, in a manner adverse to any Obligor or to the interests of any of the Senior Claimholders, (iv) change or amend any other term of any Subordinated Loan Document if such change or amendment would result in an “Event of Default” under any of the Senior Loan Documents, or (v) amend to an earlier date the date upon which payments of principal or interest on the Subordinated Obligations are due or change any redemption or prepayment provisions of the Subordinated Obligations; provided, that to the extent that any amendments are made to the covenants or Events of Default sections of the Senior Loan Documents, then amendments to the corresponding sections in the Subordinated Loan Documents may be made so long as, in each case, the cushions contained in the covenants and events of default between the Senior Loan Documents and the Subordinated Loan Documents are maintained. Any assignee or transferee of the Subordinated Agent shall bind itself in a writing addressed to the Senior Agents, for the benefit of the Senior Claimholders, to the terms of this Agreement, and each other Subordinated Claimholder shall have agreed to be bound by the terms of this Agreement pursuant to Section 15.15 of the Subordinated Loan Agreement (as in effect to the date hereof). Notwithstanding the failure to execute or deliver any such agreement described in this Section 7(a), the subordination effected hereby shall survive any sale, assignment, disposition or other transfer of all or any portion of the Subordinated Obligations, and the terms of this Agreement shall be binding upon the successors and assigns of the Subordinated Agent and each other Subordinated Claimholder, as provided in Section 21 below.

Subordinated Loan Documents. The Each Subordinated Agent, for itself and on behalf of the other Subordinated Claimholders, Claimholder agrees that none of the Subordinated Loan Documents or any other document, instrument, or agreement evidencing all or any part of the Subordinated Obligations may be amended, restated, supplemented, Refinanced, or otherwise modified without the prior written consent of the Senior Agents, on behalf of the requisite Senior Claimholders under each Senior Credit AgreementAgent, to the extent that the effect of such amendment, restatement, Refinancing or other modification is to would (i1) increase the maximum principal amount of the Subordinated Obligations (other that than as may result from the accrual of payments-in-kind of interest or accrual of unpaid fees, expenses and indemnities, in each case, pursuant to the terms of the Subordinated Loan Documents) to an amount in excess of the sum of (i) $135,000,00023,158,300 plus (ii) 110% of the amount of delayed draw term loans incurred in compliance with the Subordinated Credit Agreement (as in effect on the date hereof), (ii2) increase the rate of interest (whether payable in cash or in kind) on any of the Subordinated Obligations to a rate in excess of 4.002.00% per annum above the interest rate set forth in the Subordinated Loan Credit Agreement (as in effect on the date hereof) (provided that the rate of interest payable in cash on any of the Subordinated Obligations shall not be increased to a rate in excess of 3.00% per annum above the rate of cash interest set forth in the Subordinated Loan Agreement (as in effect on the date hereof)), except in connection with the imposition of a default rate of interest in accordance with the terms of the Subordinated Loan Documents (as in effect on the date hereof), (iii3) change or add any event of default or any covenant with respect to the Subordinated Obligations, or change or add any other undertaking under any of the Subordinated Loan Documents, in any such case, Obligations in a manner adverse to any Obligor or to the interests of any of the Senior Claimholders, (iv4) change or amend any other term of any Subordinated Loan Document if such change or amendment would (i) result in an “Event of Default” under any of the Senior Loan Documents, (ii) materially increase the obligations of any Obligor, or (viii) confer additional material rights on the Subordinated Claimholders, or (5) amend to an earlier date the date upon which payments of principal or interest on the Subordinated Obligations are due or change any redemption or prepayment provisions of the Subordinated Obligations; provided, that to the extent that any amendments are made to the covenants or Events of Default sections of the Senior Loan Documents, then amendments to the corresponding sections in the Subordinated Loan Documents may be made so long as, in each case, the cushions contained in the covenants and events of default between the Senior Loan Documents and the Subordinated Loan Documents are maintained. Any assignee or transferee of the Subordinated Agent or any other Subordinated Claimholder shall bind itself themselves in a writing addressed to the Senior Agents, for the benefit of the Senior Claimholders, to the terms of this Agreement, and each other Subordinated Claimholder shall have agreed to be bound by the terms of this Agreement pursuant to Section 15.15 of the Subordinated Loan Agreement (as in effect to the date hereof). Notwithstanding the failure to execute or deliver any such agreement described in this Section 7(a7(b), the subordination effected hereby shall survive any sale, assignment, disposition or other transfer of all or any portion of the Subordinated Obligations, and the terms of this Agreement shall be binding upon the successors and assigns of the Subordinated Agent and each other Subordinated Claimholder, as provided in Section 21 below.

Subordinated Loan Documents. The Subordinated Agent, for itself and on behalf Until Discharge of the other Senior Obligations, each Subordinated Claimholders, Claimholder agrees that none of the Subordinated Loan Documents or any other document, instrument, or agreement evidencing all or any part of the Subordinated Obligations may be amended, restated, supplemented, Refinanced, or otherwise modified modified, and no new document, instrument or agreement may be entered into, without the prior written consent of the Senior AgentsCreditors, on behalf of the requisite Senior Claimholders under each Senior Credit AgreementClaimholders, to the extent that the effect of such amendment, restatement, Refinancing or Refinancing, supplement, other modification is to or new document, instrument or agreement, would, directly or indirectly (i) increase the maximum principal amount of the Subordinated Obligations in excess of $105,000,000 (other excluding the amount of any interest or fees thereon that as may result from the accrual of payments-in-kind of interest pursuant to have been capitalized in accordance with the terms of the Subordinated Loan Documents) to an amount Documents or in excess of $135,000,000connection with a Refinancing thereof), (ii) (w) add or increase the rate of interest (whether payable paid in cash cash) on any of the Subordinated Obligations to a rate in excess of 2.00% per annum above the interest rate (paid in cash) set forth in the Indenture (as in effect on the date hereof) (excluding, without limitation, the imposition of a default rate), (x) add or increase the rate of interest (paid in kind) on any of the Subordinated Obligations to a rate in excess of 4.002.00% per annum above the interest rate (paid in kind) set forth in the Subordinated Loan Agreement Indenture (as in effect on the date hereof) (provided that excluding, without limitation, the imposition of a default rate), (y) add or increase the default rate of interest payable in cash on any of the Subordinated Obligations shall not be increased to a rate in excess of 3.00% per annum above the default interest rate of cash interest set forth in the Subordinated Loan Agreement Indenture (as in effect on the date hereof)), except or (z) add or increase any fee set forth in connection with the imposition of a default rate of interest in accordance with the terms of the Subordinated Loan Documents Indenture (as in effect on the date hereof) (excluding, for the avoidance of doubt, customary trustee fees, collateral agent fees or similar administrative fees), (iii) change or add any event of default or any covenant with respect to the Subordinated Obligations, or change or add any other undertaking under any of the Subordinated Loan Documents, in any such case, Obligations in a manner adverse which would be materially more restrictive to any Obligor or to the interests of any of the Senior Claimholders; provided, that, solely with respect to this Section 7(a)(iii), to the extent that (x) the covenants in the Senior Loan Document are added or amended in a manner that is more restrictive to any Obligor and (y) such Conforming Amendment to the applicable Subordinated Loan Document maintains an equivalent proportionate difference between dollar amounts or ratios, as the case may be, in the relevant provision in the such Subordinated Loan Document and those in the corresponding covenant in the Senior Loan Document (to the extent that such difference exists between such Subordinated Loan Document and such Senior Loan Document immediately prior to giving effect to such Conforming Amendment), then a Conforming Amendment to such Subordinated Loan Document may be made, (iv) change or amend any other term of any Subordinated Loan Document if such change or amendment would result in an “Event of Default” under any of the Senior Loan Documents, or (v) amend contravene the provisions of this Agreement, (vi) change (to an earlier date date) the date upon which any scheduled payments of principal or interest on the Subordinated Obligations are due or change (to an earlier date) any redemption or prepayment provisions of the Subordinated Obligations; providedObligations to require any such payments of principal or interest on the Subordinated Obligations on or prior to the date that is 91 days after the final maturity date (after giving effect to any “springing” maturity) of the Senior Obligations set forth in the Senior Credit Agreement (as in effect on the date hereof), that (vii) require any scheduled principal amortization in excess of the amounts set forth in the Indenture (as in effect on the date hereof), (viii) except as contemplated by Section 3(b)(2)(A)(ii), add, expand or accept, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation, or otherwise, any Lien or security interest on any asset of any Obligor, except to the extent that any amendments are made such Obligor has agreed to the covenants or Events of Default sections of grant the Senior Loan DocumentsCreditors a first priority Lien with respect to such asset, then amendments (ix) add or amend to make more restrictive any restrictions or limitations on any Person’s ability to make payment on the corresponding sections in Senior Obligations which would otherwise be permitted under the Subordinated Loan Documents may be made so long asas in effect on the date hereof, in each case, or (x) add or modify (to make more restrictive) any restrictions on the cushions contained in the covenants and events of default between the ability to amend or modify any Senior Loan Documents and the Subordinated Loan Documents are maintainedDocument. Any assignee or transferee of the Subordinated Agent Creditor or any other Subordinated Claimholder shall bind itself themselves in a writing addressed to the Senior AgentsCreditors, for the benefit of the Senior Claimholders, to the terms of this Agreement, and each other Subordinated Claimholder shall have agreed to be bound by the terms of this Agreement pursuant to Section 15.15 of the Subordinated Loan Agreement (as in effect to the date hereof). Notwithstanding the failure to execute or deliver any such agreement described in this Section 7(a), the subordination effected hereby this Agreement shall survive any sale, assignment, disposition or other transfer of all or any portion of the Subordinated Obligations, and the terms of this Agreement shall be binding upon the successors and assigns of the Subordinated Agent Creditor and each other Subordinated Claimholder, as provided in Section 21 19 below.

Subordinated Loan Documents. The Each Subordinated Agent, for itself and on behalf of the other Subordinated Claimholders, Claimholder agrees that none of the Subordinated Loan Documents or any other document, instrument, or agreement evidencing all or any part of the Subordinated Obligations may be amended, restated, supplemented, Refinanced, or otherwise modified without the prior written consent of the Senior AgentsAgent, on behalf of the requisite Senior Claimholders under each Senior Credit AgreementClaimholders, to the extent that the effect of such amendment, restatement, Refinancing or other modification is to (i) increase the maximum principal amount of the Subordinated Obligations (other that as may result from the accrual of payments-in-kind of interest pursuant to the terms of the Subordinated Loan Documents) to an amount in excess of $135,000,000the Subordinated Debt Cap, (ii) increase the rate of interest (whether payable in cash or in kindcash) on any of the Subordinated Obligations to a rate in excess of 4.002.00% per annum above the interest rate set forth in the Subordinated Loan Credit Agreement (as in effect on the date hereof) (provided that the rate of interest payable in cash on any of the Subordinated Obligations shall not be increased to a rate in excess of 3.00% per annum above the rate of cash interest set forth in the Subordinated Loan Agreement (as in effect on the date hereof)), except in connection with the imposition of a default rate of interest in accordance with the terms of the Subordinated Loan Documents (as in effect on the date hereof), or increase the default rate of interest above the interest rate set forth in the Subordinated Credit Agreement (as in effect on the date hereof), or add or increase to a rate in excess of 2.00% per annum above the fee set forth in the Subordinated Credit Agreement (as in effect on the date hereof) any scheduled recurring fees (excluding any one-time fees, whether payable at one time or in multiple installments, payable in connection with an amendment, waiver or similar agreement), (iii) change or add any event of default or any covenant with respect to the Subordinated Obligations, or change or add any other undertaking under any of the Subordinated Loan Documents, in any such case, Obligations in a manner adverse to any Obligor or to the interests of any of the Senior ClaimholdersClaimholders unless in connection with a corresponding change to the Senior Loan Documents, (iv) change or amend any other term of any Subordinated Loan Document if such change or amendment would result in an “Event of Default” under any of the Senior Loan Documents, or (v) contravene the provisions of this Agreement, (vi) amend to an earlier date the date upon which payments of principal or interest on the Subordinated Obligations are due or change any redemption or prepayment provisions of the Subordinated ObligationsObligations (including the related definitions); provided, however, that the maturity date in the Subordinated Credit Agreement may be extended to a later date, the deadlines for payment of mandatory prepayments set forth in Section 2.3 of the Subordinated Credit Agreement may be extended to later dates, and the percentages set forth in Section 3.1 of the Subordinated Credit Agreement may be decreased, or (vii) change or amend any term of the Subordinated Loan Documents relating to the assignment of all or any portion of the Subordinated Obligations to any Obligor or to any of their Affiliates as set forth in the Subordinated Credit Agreement (as in effect on the date hereof); provided, that any Conforming Amendment to the extent that any amendments are made to the covenants or Events of Default sections of the Senior Loan Documents, then amendments to the corresponding sections in the Subordinated Loan Documents Credit Agreement may be made so long asas such Conforming Amendment shall maintain an equivalent proportionate difference between dollar amounts or ratios, as the case may be, in each case, the cushions contained relevant provision in the covenants Subordinated Credit Agreement and events of default those in the corresponding covenant in the Senior Credit Agreement to the extent that such difference exists between the Senior Loan Documents Subordinated Credit Agreement and the Subordinated Loan Documents are maintainedSenior Credit Agreement, each as in effect on the date hereof. Any assignee or transferee of the any Subordinated Agent Creditor or any other Subordinated Claimholder shall bind itself in a writing addressed to the Senior AgentsAgent, for the benefit of the Senior Claimholders, to the terms of this Agreement, and each other Subordinated Claimholder shall have agreed to be bound by the terms of this Agreement pursuant to Section 15.15 of the Subordinated Loan Agreement (as in effect to the date hereof). Notwithstanding the failure to execute or deliver any such agreement described in this Section 7(a), the subordination effected hereby shall survive any sale, assignment, disposition or other transfer of all or any portion of the Subordinated Obligations, and the terms of this Agreement shall be binding upon the successors and assigns of the each Subordinated Agent Creditor and each other Subordinated Claimholder, as provided in Section 21 below.