Common use of Senior Loan Documents Clause in Contracts

Senior Loan Documents. Each Senior Claimholder agrees that none of the Senior Loan Documents applicable to it or any other document, instrument, or agreement evidencing all or any part of the Senior Obligations applicable to it may be amended, restated, supplemented, Refinanced, or otherwise modified without the prior written consent of the Subordinated Agent, to the extent that the effect of such amendment, restatement, Refinancing or other modification is to (i) increase the maximum principal amount of the Senior Obligations to an amount in excess of the sum of (x) the Senior Revolving Loan Cap, and (y) the Senior Term Loan Cap, except in the case of a DIP Financing, in which case, the maximum principal amount of the Senior Obligations shall not be increased above the DIP Financing Cap, (ii) increase the rate of interest (whether payable in cash or in kind) on any of the Senior Obligations to a rate in excess of 4.00% per annum above the interest rate set forth in the applicable Senior Credit 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 such Senior Credit Agreement (as in effect on the date hereof), (iii) extend the final maturity date of the Senior Obligations beyond the scheduled maturity date of the Subordinated Obligations set forth in the Subordinated Loan Agreement (as in effect on the date hereof), (iv) add any prohibition on payment of the Subordinated Obligations in addition to those set forth under (x) the Senior Credit Agreements as in effect on the date hereof and (y) this Agreement, (v) shorten the weighted average life to maturity (as in effect on the date hereof) of the Senior Obligations by more than six (6) months, or (vi) amend any of the Senior Loan Documents to add or amend any covenant if the Borrowers are projected to be in violation of such covenant at any time during the 12-month period immediately following the date of such amendment. This Agreement shall survive any sale, assignment, disposition or other transfer of all or any portion of the Senior Obligations, and the terms of this Agreement shall be binding upon the successors and assigns of the Senior Agents and each other Senior Claimholder, as provided in Section 21 below.

Senior Loan Documents. Each Senior Claimholder agrees that none of the Senior Loan Documents applicable to it or any other document, instrument, or agreement evidencing all or any part of the Senior Obligations applicable to it may be amended, restated, supplemented, Refinanced, or otherwise modified without the prior written consent of the Required Purchasers (as such term is defined in the Subordinated AgentCredit 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 Senior Obligations to an amount in excess of the sum of (x) the Senior Revolving Loan Cap, and (y) the Senior Term Loan Cap, except in the case of a DIP Financing, in which case, the maximum principal amount of the Senior Obligations shall not be increased above the DIP Financing Debt Cap, (ii) increase the rate of interest (whether payable in cash or in kind) or any component thereof on any of the Senior Obligations to a rate in excess of 4.002.00% per annum above the highest interest rate set forth in that could be charged at the applicable time of such increase pursuant to the terms of the Senior Credit Agreement (as in effect on the date hereof), except including in connection with the imposition of a default rate of interest in accordance with the terms of such Senior 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 Senior 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) extend the final maturity date of the Senior Obligations beyond the scheduled maturity date of the Subordinated Obligations set forth in the Subordinated Loan Credit Agreement (as in effect on the date hereof), (iv) add any prohibition or restriction on payment of the Subordinated Obligations in addition to those set forth under (x) the Senior Credit Agreements as in effect on the date hereof and (y) this Agreement, (v) shorten the weighted average life to maturity Agreement (as in effect on the date hereof) or this Agreement, (v) subordinate the Liens of Senior Agent and the Senior Claimholders on the Collateral securing the Senior Priority Obligations, except in the case of a DIP Financing and with respect to Liens of the type permitted to be prior to the Liens of Senior Agent and the Senior Claimholders in accordance with the definition of Permitted Liens under the Senior Credit Agreement (as in effect on the date hereof), (vi) contravene the provisions of this Agreement, (vii) provide the Obligors with the ability to incur any (A) hedging obligations other than the FX Obligations by more than six (6) monthscurrently available pursuant to the Senior Credit Agreement as in effect on the date hereof, or (viB) amend cash management or bank product obligations other than the Cash Management Obligations, or (viii) add or make more restrictive any event of default or any covenant with respect to the Senior Debt or make any change to any event of default or any covenant which would have the effect of making such event of default or covenant more restrictive, unless a corresponding amendment is offered to the Subordinated Claimholders preserving any cushions that may exist. Notwithstanding the foregoing, the Senior Loan Documents may be amended to add effectuate the guaranty of the Senior Credit Agreement by Subsidiaries of the Borrower created or amend any covenant if the Borrowers are projected to be in violation of such covenant at any time during the 12-month period immediately following acquired after the date of such amendmenthereof as and when required by the Senior Agent. This Agreement shall survive any sale, assignment, disposition or other transfer of all or any portion of the Senior Obligations, and the terms of this Agreement shall be binding upon the successors and assigns of the Senior Agents Agent and each other Senior Claimholder, as provided in Section 21 20 below.

Senior Loan Documents. Each Senior Claimholder agrees that none of the Senior Loan Documents applicable to it or any other document, instrument, or agreement evidencing all or any part of the Senior Obligations applicable to it may be amended, restated, supplemented, Refinanced, or otherwise modified modified, and no document, instrument or agreement may be entered into, without the prior written consent of the Subordinated AgentCreditor, to the extent that the effect of such amendment, restatement, Refinancing or Refinancing, supplement, other modification is to or new document, instrument or agreement, directly or indirectly, (i) increase imposes prohibitions and restrictions on any Obligor’s rights to make payments on the maximum principal amount of loans under the Indenture that are in addition to the prohibitions and restrictions on such rights set forth in the Senior Obligations to an amount Loan Documents as in excess of effect on the sum of (x) the Senior Revolving Loan Cap, and (y) the Senior Term Loan Cap, except in the case of a DIP Financing, in which case, the maximum principal amount of the Senior Obligations shall not be increased above the DIP Financing Capdate hereof, (ii) increase contravenes the provisions of this Agreement, (iii) adds, expands or accepts, 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 such Obligor has agreed to grant Subordinated Creditors a second priority Lien with respect to such asset, or (iv) adds or increases the rate of interest or all-in yield (whether payable in cash after giving effect, without limitation, to any original issue discount, upfront fees, exit fees or in kindany other fees) on any of the Senior Obligations Obligations, including by increasing the “applicable margin” or similar component of the interest rate or by modifying the method of computing interest, to a rate in excess of 4.00% per annum above the interest rate set forth in the applicable Senior Credit Agreement (as in effect on the date hereof)) (excluding, except in connection with without limitation, the effect of imposition of a default rate of interest in accordance with the terms of such Senior Credit Agreement (as in effect on the date hereof), (iii) extend the final maturity date of the Senior Obligations beyond the scheduled maturity date of the Subordinated Obligations set forth in the Subordinated Loan Agreement (as in effect on the date hereof), (iv) add any prohibition on payment of the Subordinated Obligations in addition to those set forth under (x) the Senior Credit Agreements as in effect on the date hereof and (y) this Agreement, (v) shorten the weighted average life to maturity (as in effect on the date hereof) and increases in the underlying reference rate not caused by a modification or Refinancing of the Senior Obligations); provided, however, that notwithstanding anything to the contrary in clause (i) above, solely in connection with a Refinancing of the Senior Obligations by more than six (6) monthsin whole permitted under this Agreement and the Subordinated Loan Documents, or (vi) amend any of the Senior Loan Documents may be amended, restated or otherwise modified or a new agreement entered into provided that such amended, restated, modified or new Senior Loan Documents expressly permit (A) the Subordinated Claimholders to add or amend any covenant if receive regularly scheduled interest payments when due under the Borrowers are projected Subordinated Loan Documents, (B) conversion of the Notes (as defined in the Indenture) into common stock of the Company (and receipt of cash for fractional shares) in accordance with the terms of the Indenture, (C) payment of the principal of the Notes (as defined in the Indenture) and accrued and unpaid interest thereon upon maturity thereof so long as no event of default (as defined in such Senior Loan Documents) occurs prior and after giving effect to be such payment on a pro forma basis, (D) payment of the Subordinated Obligations with the proceeds of Permitted Refinancing Indebtedness (as defined in violation of such covenant at any time during the 12-month period immediately following Indenture as in effect on the date hereof) and (E) any payment of the Subordinated Obligations (including, without limitation, principal and interest) including any voluntary prepayment or mandatory payment, so long as the Company satisfies a “payment condition”, leverage ratio, fixed charge coverage ratio or other customary condition similar to the “payment condition” set forth in the Senior Loan Documents as of the date hereof taking into account the form of the amended, modified or replaced Senior Loan Document. Any assignee or transferee of Senior Creditor or any other Senior Claimholder shall bind themselves in a writing addressed to Subordinated Creditors, for the benefit of the Subordinated Claimholders, to the terms of this Agreement. Notwithstanding the failure to execute or deliver any such amendment. This agreement described in this Section 7(b), this Agreement shall survive any sale, assignment, disposition or other transfer of all or any portion of the Senior Obligations, and the terms of this Agreement shall be binding upon the successors and assigns of the Senior Agents and each other Senior Claimholder, as provided in Section 21 19 below.