Subordinated Obligations. (a) Amend paragraph (xxiv) of the definition of Permitted Financial Indebtedness such that it is a basket for the incurrence of Financial Indebtedness that constitutes Subordinated Obligations (as defined below) provided that (i) (other than in the case of a refinancing of other Subordinated Obligations in the same or a lesser principal amount) on the date of such incurrence and after giving effect thereto on a pro forma basis the Total Net Debt to Annualised EBITDA ratio would not be greater than 5.50:1 and (ii) such Financial Indebtedness is (x) unsecured or (y) secured on a junior ranking basis to the liabilities under the Facilities Agreement and, in each case which constitutes Second Lien Liabilities (under and as defined in the Intercreditor Agreement) or is contractually subordinated to the rights of the Lenders, on terms comparable to, at the election of UPC Broadband:
(A) the intercreditor agreement most recently entered into by an Affiliate of UPC Broadband prior to the incurrence of such Indebtedness which provides for second lien financing (as amended from time to time) with such adjustments and amendments as agreed between UPC Broadband, the Security Agent and the Facility Agent (acting reasonably in each case);
(B) an intercreditor agreement (providing for contractual subordination on terms comparable to the Loan Market Association’s form of intercreditor agreement at such time for mezzanine debt) with such adjustments and amendments as agreed between UPC Broadband, the Security Agent and the Facility Agent (acting reasonably in each case);
(C) without prejudice to the rights of the Facility Agent to seek instructions from the Lenders, any other form of intercreditor agreement agreed between UPC Broadband, the Security Agent and the Facility Agent (acting reasonably in each case) that does not adversely affect the rights of the Lenders in any material respect in each case, and, in each case, the Security Agent and the Facility Agent shall be authorized to enter into such intercreditor agreement without the consent of the Lenders.
(b) Amend paragraph (bb) of the definition of Permitted Security Interest such that it is a basket for Security Interests to secure any Financial Indebtedness incurred under paragraph (xxiv) of the definition of Permitted Financial Indebtedness as referred to in paragraph (a) above and any guarantees thereof, provided that (i) such Security Interest ranks junior to the Security Interests securing the liabilities unde...
Subordinated Obligations. Any trustee for, or any holder of, any of the Subordinated Obligations asserts in writing that any such Subordinated Obligations (or any portion thereof) is not subordinated to the Obligations in accordance with its terms or the applicable subordination agreement or a final judgment is entered by a court of competent jurisdiction that any such Subordinated Obligations (or any portion thereof) is not subordinated in accordance with its terms or the applicable subordination agreement (in the case of such other Subordinated Obligations) to the Obligations.
Subordinated Obligations. All Subordinated Obligations at any time incurred by any Obligor shall be deemed to have been incurred, and all Subordinated Obligations held by the Subordinated Agent or any Subordinated Lender or other holder of Subordinated Obligations shall be deemed to have been extended, acquired or obtained, as applicable, in reliance upon this Subordination Agreement, and, to the extent not otherwise required herein, the Senior Agent for and on behalf of itself and the other Secured Parties hereby waives notice of acceptance, or proof of reliance, by the Subordinated Agent or any Subordinated Lender or any other holder of Subordinated Obligations of this Subordination Agreement; provided, that any Subordinated Agent not party hereto agrees in writing to the terms of this Subordination Agreement on behalf of itself and the Subordinated Lenders. Without the prior written consent of the Senior Agent, the Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, agrees not to amend, restate, supplement or modify, in whole or in part, any terms or provisions of any Subordinated Loan Document (i) to cause the Effective Yield (as defined in the Original NIA) thereon to be in excess of 15% per annum, (ii) to shorten the scheduled maturity date thereof, modify (or have the effect of a modification of) the prepayment or event of default provisions thereof, (iii) to make the terms thereof of materially more restrictive to any Obligor, (iv) in a manner that is adverse in any respect to the rights of the Senior Agent or Senior Lenders hereunder or under the Senior Loan Documents or to restrict the ability of any Obligor to satisfy its obligations thereunder, (v) in a manner that is inconsistent
Subordinated Obligations. (a) The indebtedness of Development to an Affiliate Lender is not, solely by reason of the execution of this Agreement subordinated to any Loan or other obligation hereunder; provided, however, that in the event Development shall fail to satisfy the VDL Minimum Net Worth requirement, then an amount of indebtedness of Development to any Affiliate Lender shall be immediately subordinated (automatically, in the case of Vistana, or in the case of any other Affiliate Lender, pursuant to documents delivered to the Bank and satisfactory to Bank in form and substance) to the Loan, the Letter of Credit and Reimbursement Obligations to the extent necessary (the "Required Amount") to allow Development to satisfy the VDL Minimum Net Worth requirement. The Required Amount shall continue to be subordinated to the Loan, the Letters of Credit and Reimbursement Obligations until such time as Development, without giving effect to such subordination, satisfies the VDL Minimum Net Worth requirement. To the extent required by Bank, Development shall cause any Affiliate Lender related to the Required Amount to execute and deliver (as a condition to the effectiveness of such subordination) to Bank a subordination agreement and related documents satisfactory to Bank, wherein, indebtedness related to the Required Amount will be subordinated to the extent required by this Section 7.03(a) to any amounts now or hereafter due to Bank under this Agreement. If indebtedness owing to Affiliate Lenders is subordinated pursuant to this Section 7.03(a) as Required Amounts, an amount of indebtedness, up to but not exceeding the Required Amount, shall be subordinated in the following order: first, indebtedness owing to Vistana shall be subordinated to the extent of the lesser of the amount of indebtedness or the Required Amount; second, if amounts subordinated pursuant to clause first are less than the Required Amount, indebtedness owing to the other Affiliate Lenders shall be subordinated, pro rata, based on their proportionate share of the remaining indebtedness owing to Affiliate Lenders.
(b) During the continuation of an Event of Default, arising from Development's failure to satisfy the VDL Minimum Net Worth requirement, Development will not, directly or indirectly permit any payment to be made in respect of the Required Amount, which payments shall be and are hereby made subordinate to the payment of principal and interest on, the Loan and the other Obligations.
(c) Vistana shall not sel...
Subordinated Obligations. Borrower will not, directly or indirectly, (i) permit any payment to be made in respect of any indebtedness, liabilities or obligations, direct or contingent, (the “Subordinated Debt”) to any of its shareholders or their affiliates or which are subordinated by the terms thereof or by separate instrument to the payment of principal of, and interest on, the Note; (ii) permit the amendment, rescission or other modification of any such subordination provisions of any of Borrower’s subordinated obligations in such a manner as to affect adversely the Lien in and to the Collateral or Agent’ senior priority position and entitlement as to payment and rights with respect to the Note and the Obligations, or (iii) permit the prepayment or redemption, except for mandatory prepayments, of all or any part of Borrower’s obligations to its shareholders, or of any subordinated obligations of Borrower except in accordance with the terms of such subordination. Notwithstanding anything to the contrary in this Section 7.2(f), so long as Borrower’s Tangible Net Worth remains in compliance with Section 7.1(y)(i), Borrower may: (i) retire unsecured subordinated debt, and/or (ii) declare dividends, buy back stock, and perform other equity transactions.
Subordinated Obligations. Provided no Event of Default or condition, omission or act which, with the passage of time, notice or both, would constitute an Event of Default, has occurred, Section 7.2(f) will be amended by adding the following sentence to the end of such section on the date that: (i) the Term Loan Component has been paid in full; and (ii) Borrower has achieved the net income projection for the six months ending December 31, 2004 and exceeded by 10% the net income projection for the fiscal year ending December 31, 2004, as those net income projections appear in the Business Model dated November 13, 2003, such net income results to be evidenced by audited Financial Statements delivered by Borrower to Lender.
(i) Borrower may: (i) retire unsecured subordinated debt with the proceeds from the issuance of stock or the incurrence of unsecured debt, and/or (ii) declare dividends, buy back stock, and perform other equity transactions.”
Subordinated Obligations. Any trustee for, or any holder of, any Subordinated Obligations asserts in writing that any such Subordinated Obligations (or any portion thereof) is not subordinated to the Obligations in accordance with its terms or the applicable subordination agreement (in the case of such other Subordinated Obligations); or any event occurs which gives the holder or holders of such Subordinated Obligations (or an agent or trustee on its or their behalf) the right to declare such Subordinated Obligations due before the date on which it otherwise would become due, or the right to require the issuer thereof, to redeem, purchase or otherwise defease, or offer to redeem, purchase or otherwise defease, all or any portion of any Subordinated Obligations, or a final judgment is entered by a court of competent jurisdiction that any Subordinated Obligations (or any portion thereof) is not subordinated in accordance with its terms or the applicable subordination agreement (in the case of such other Subordinated Obligations) to the Obligations, or
Subordinated Obligations. Except as permitted by the terms of the applicable subordination agreement, the Borrower shall not directly or indirectly (a) make any payment with respect to any Subordinated Debt; (b) amend or modify any Subordinated Debt in such a manner as to affect adversely the Lender; or (c) prepay or redeem all or any part of any Subordinated Debt.
Subordinated Obligations. Any trustee, agent or representative for the holders of, or the holders of the principal amount of any series or tranche of any Subordinated Obligations in an amount sufficient to give them the right to exercise (or cause the exercise of) remedies or to cause the trustee, agent or other representative of such holders to take action in respect of, any Subordinated Obligations assert(s) in writing that any such Subordinated Obligations (or any portion thereof) is not subordinated to the Obligations in accordance with its terms or the applicable subordination agreement (in the case of such other Subordinated Obligations), or a final judgment is entered by a court of competent jurisdiction that any Subordinated Obligations (or any portion thereof) is not subordinated in accordance with its terms or the applicable subordination agreement (in the case of such other Subordinated Obligations) to the Obligations; or
Subordinated Obligations. Neither Holdings nor any Company shall permit, nor shall such Company suffer any of its Subsidiaries to,
