Subordinated Payee definition

Subordinated Payee means MEM Holdings, LLC, or any Permitted Transferee (as defined herein); provided, that any Subordinated Payee shall cease to be a Subordinated Payee once such Subordinated Payee ceases to own any right to any principal amount of this Subordinated Note.
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Subordinated Payee means [ ], or any Permitted Transferee (as defined herein); provided, that any Subordinated Payee shall cease to be a Subordinated Payee once such Subordinated Payee ceases to own any right to any principal amount of this Subordinated Note.
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Subordinated Payee means MEM Holdings, LLC, or any Permitted Transferee (as defined herein); provided, that any Subordinated Payee shall cease to be a
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Examples of Subordinated Payee in a sentence

  • If an Event of Default under (a)(ii) above has occurred, the outstanding principal amount of this Subordinated Note (together with all accrued interest thereon) shall become due and payable without any action by the Subordinated Payee, and, subject to the provisions of Section 10, the Subordinated Payee may demand immediate payment of the outstanding principal amount of this Subordinated Note and interest thereon.

  • If the Subordinated Payee is not a Member (as such term is defined in the LLC Agreement) at the time of a conversion of this Subordinated Note, then, at the time of such conversion of this Subordinated Note, such Subordinated Payee agrees to deliver to the Secretary of Holdings an executed joinder to the LLC Agreement and any other documentation necessary in accordance with the requirements of the LLC Agreement or any of the Related Agreements (as such term is defined in the LLC Agreement).

  • The Subordinated Payee acknowledges and agrees that the subordination provisions herein are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of this Subordinated Note, to acquire and continue to hold, or to continue to hold such Senior Indebtedness.

  • Any provision of this Subordinated Note to the contrary notwithstanding, the Company shall not make and the Subordinated Payee shall not accept, any distribution or payment of any kind whatsoever with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding.

  • The Company will not give, or permit to be given, and the Subordinated Payee will not receive, accept or demand, (i) any security of any nature whatsoever for any Subordinated Obligations, on any property or assets, whether now existing or hereafter acquired, of the Company or any other Credit Party or (ii) any guarantee, of any nature whatsoever, by the Company or any other Credit Party, of any Subordinated Obligations.

  • A conversion of this Subordinated Note will be deemed to have been effected as of the close of business on the date on which this Subordinated Note has been surrendered for conversion by the then Subordinated Payee to the Secretary of Holdings; provided, that in the event of an automatic conversion of this Subordinated Note, such automatic conversion will be deemed to have been effected as of the close of business on the date of such automatic conversion.

  • In no event shall the Subordinated Payee commence any action or proceeding to contest or otherwise contest the enforceability of the provisions of this Subordinated Note, the validity, perfection or priority of any security interests or other liens granted to secure the Senior Indebtedness by the Company or any other Person, the rights of the Senior Agent or any holders of Senior Indebtedness or the enforceability of the Senior Credit Agreement.

  • It is the intention of the Company and the Subordinated Payee to conform strictly to all applicable usury laws now or hereafter in force, and any interest payable under this Subordinated Note shall be subject to reduction to the amount not in excess of the maximum legal amount allowed under the applicable usury laws as now or hereafter construed by the courts having jurisdiction over such matters.

  • Any holder's of Senior Indebtedness vote to accept or reject any plan of reorganization relating to the Company, any collateral, or any guarantor of such Senior Indebtedness or any other Person, or any holder's of Senior Indebtedness receipt on account of all or part of any Senior Indebtedness of any cash, property or securities distributed in any Proceeding, shall not discharge, exonerate or reduce the obligations of the Subordinated Payee hereunder to any holder of Senior Indebtedness.

  • It is the intention of the Company and the ---------- Subordinated Payee to conform strictly to all applicable usury laws now or hereafter in force, and any interest payable under this Subordinated Note shall be subject to reduction to the amount not in excess of the maximum legal amount allowed under the applicable usury laws as now or hereafter construed by the courts having jurisdiction over such matters.

Related to Subordinated Payee

  • Junior Subordinated Payment has the meaning specified in Section 1202.

  • Subordinated Indebtedness means any Indebtedness of the Borrower or any Subsidiary the payment of which is subordinated to payment of the obligations under the Loan Documents.

  • Subordinated Debt is indebtedness incurred by Borrower subordinated to all of Borrower’s now or hereafter indebtedness to Bank (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Bank entered into between Bank and the other creditor), on terms acceptable to Bank.

  • Junior Subordinated Indebtedness means the principal of (and premium, if any) and unpaid interest on (a) indebtedness of the Company (including indebtedness of others guaranteed by the Company), whether outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed, for money borrowed, which in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such indebtedness ranks junior in right of payment to the Company’s Senior Indebtedness and Senior Subordinated Indebtedness and equally and pari passu in right of payment to any other Junior Subordinated Indebtedness, (b) Junior Subordinated Securities, and (c) renewals, extensions, modifications and refinancings of any such indebtedness.

  • Senior Subordinated Indebtedness means the Securities and any other Indebtedness of the Company that specifically provides that such Indebtedness is to rank pari passu with the Securities in right of payment and is not subordinated by its terms in right of payment to any Indebtedness or other obligation of the Company which is not Senior Indebtedness.

  • Subordinated Indebtedness Documents means any document, agreement or instrument evidencing any Subordinated Indebtedness or entered into in connection with any Subordinated Indebtedness.

  • Subordinate Indebtedness means all present and future indebtedness, obligations, and liabilities of Borrower to Subordinate Lender under or in connection with the Subordinate Loan or the Subordinate Loan Documents.

  • Junior Subordinated Debt means (a) subordinated junior deferrable interest debentures of the Borrower, (b) the related preferred securities, if applicable, of Subsidiaries of the Borrower and (c) the related subordinated guarantees, if applicable, of the Borrower, in each case, from time to time outstanding.

  • Subordinated Lender means each Seller, in its capacity as subordinated lender pursuant to the relevant Subordinated Loan Agreement.

  • Subordinated Debt Documents means any documents evidencing and/or securing Debt governed by a Subordination Agreement, all of which documents must be in form and substance acceptable to Agent in its sole discretion. As of the Closing Date, there are no Subordinated Debt Documents.

  • Subordinated Loan has the meaning set forth in Section 1.2(a) of the Agreement.

  • Senior Subordinated Debt means the Indebtedness represented by the Senior Subordinated Notes (including the Note Guarantees, Exchange Notes (each as defined in the Senior Subordinated Debt Documents), guarantees of Exchange Notes and any replacement Exchange Notes).

  • Permitted Subordinated Indebtedness means Indebtedness incurred after the Closing Date by the Borrower or the Subsidiaries that is (i) subordinated to the Obligations and all other Indebtedness owing from the Borrower or the Subsidiaries to the Lender pursuant to a written subordination agreement satisfactory to the Lender in its sole discretion and (ii) in an amount and on terms approved by the Lender in its sole discretion.

  • Junior Indebtedness means any indebtedness of any Mortgagor that is secured by a lien that is junior in right of payment to the lien of the Mortgage securing the related Mortgage Note.

  • Subordinated Loan Documents means at any time the agreements and other documents then governing the Subordinated Indebtedness.

  • Guarantor Senior Indebtedness means the principal of (and premium, if any, on) and interest on (including interest accruing after the filing of a petition initiating any proceeding pursuant to any bankruptcy law, whether or not allowable as a claim in such proceeding) and other amounts due on or in connection with any Indebtedness of any Guarantor, whether outstanding on the date hereof or hereafter created, incurred or assumed, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be pari passu with the Guarantees. Without limiting the generality of the foregoing, "Guarantor Senior Indebtedness" shall include the principal of (and premium, if any, on) and interest (including interest accruing after the filing of a petition initiating any proceeding pursuant to any bankruptcy law, whether or not allowable as a claim in such proceeding) on all obligations of every nature of any Guarantor to the Lenders under the New Bank Credit Agreement and to the Holders of the Securities, and any interest rate or foreign exchange agreement now existing or hereinafter entered into by any Guarantor with any Lender, including, without limitation, all fees, expenses (including fees and expenses of counsel), claims, charges and indemnity obligations. Notwithstanding the foregoing, "Guarantor Senior Indebtedness" shall not include (i) Indebtedness evidenced by the guarantees of the Senior Subordinated Notes, (ii) Indebtedness of any Guarantor that is expressly subordinated in right of payment to any of such Guarantor's Guarantees, (iii) Indebtedness of any Guarantor that by operation of law is subordinate to any general unsecured obligations of such Guarantor, (iv) Indebtedness represented by Redeemable Capital Stock, (v) Indebtedness of any Guarantor to ADT Limited or any of its Subsidiaries, (vi) any liability for federal, state, local or other taxes owed or owing by any Guarantor and (vii) trade payables owed or owing by any Guarantor.

  • Subordinated Lenders means each and every Person to whom any of the Subordinated Indebtedness are owed.

  • Subordinated means, as applied to Indebtedness, Indebtedness that shall have been subordinated (by written terms or written agreement being, in either case, in form and substance satisfactory to Agent and the Required Lenders) in favor of the prior payment in full of the Obligations.

  • Junior Financing Documentation means any documentation governing any Junior Financing.

  • Subordinated Obligations has the meaning specified in Section 7.05.

  • Priority Indebtedness means (a) any Indebtedness of the Company secured by a Lien permitted solely under Section 7.01(e) and (b) any Indebtedness of a Restricted Subsidiary; provided that there shall be excluded from any calculation of Priority Indebtedness the Indebtedness of any Restricted Subsidiary evidenced by (i) a Guarantee of the Indebtedness of the Company owing pursuant to this Agreement and (ii) a Guarantee delivered by a Guarantor of other Indebtedness of the Company.

  • Subordinated Loans means any loan incurred by the Issuer or any of its Subsidiaries, if such loan (i) according to its terms (or pursuant to a subordination agreement on terms and conditions satisfactory to the Trustee) is subordinated to the obligations of the Issuer under the Terms and Conditions; (ii) according to its terms have a final redemption date or, when applicable, early redemption dates or instalment dates which occur after the Final Redemption Date; and (iii) according to its terms yield only payment-in-kind interest.

  • Junior Debt means any Indebtedness of the types described in clauses (i) and (ii) of the definition of “Indebtedness” (other than Indebtedness among the Borrower and/or its Restricted Subsidiaries) of the Borrower or any of its Restricted Subsidiaries that is contractually subordinated in right of payment to the Obligations, in each case, with an individual outstanding principal amount in excess of the Threshold Amount. For the avoidance of doubt, each Asset Financing Facility and CRE Financing shall not constitute Junior Debt.

  • Subordinated Loan Agreement means any loan agreement made or to be made between (i) any Borrower and (ii) a Subordinated Creditor.

  • Subordinated Amount As of any Distribution Date, the excess, if any, of (a) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over (b) the aggregate of the Class Certificate Balances of the LIBOR Certificates as of such Distribution Date (after giving effect to the payment of the Principal Remittance Amount on such Certificates on such Distribution Date).

  • Senior Secured Indebtedness means, with respect to any Person as of any date of determination, any Specified Indebtedness; provided that such Indebtedness is in each case secured by a Lien on the assets of the Issuer or its Restricted Subsidiaries on a basis pari passu with or senior to the security in favor of the Notes.