JUNIOR CREDITOR'S UNDERTAKINGS Sample Clauses

JUNIOR CREDITOR'S UNDERTAKINGS. So long as any Senior Debt is outstanding and until the Senior Liabilities have been irrevocably paid in full, except as permitted under the Finance Documents or except as the Facility Agent (acting on the instructions of the Majority Banks) has previously consented, the Junior Creditor will: (a) subject to Clause 5 (Subordination on Insolvency), not demand or receive payment of any of the Junior Debt from the Company or any other source or apply any money or assets in discharge of any Junior Debt; (b) except for Permitted Payments, not discharge any of the Junior Debt by set-off; (c) not permit to subsist or receive any security for any of the Junior Debt; (d) not permit to subsist or receive any guarantee, indemnity or other assurance against loss in respect of any of the Junior Debt; (e) not amend, vary, waive or release any term of the Junior Finance Document (other than any procedural or administrative change or any other change which can reasonably be expected not to prejudice any Senior Debt or any Finance Party); (f) promptly notify the Facility Agent of any default or event of default in respect of the Junior Debt; (g) unless Clause 5 (Subordination on Insolvency) applies, not: (i) declare any of the Junior Debt prematurely due and payable; (ii) enforce the Junior Debt by execution or otherwise; or (iii) initiate or take any steps with a view to any insolvency, reorganisation or dissolution proceedings in respect of the Company; (h) not take or omit to take any action whereby the subordination achieved by this Deed may be impaired; and (i) not refuse to register any holder of the shares in the Junior Creditor as a shareholder.
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JUNIOR CREDITOR'S UNDERTAKINGS. Subject to clause 6.5, the Junior Creditor covenants for the benefit of the Senior Creditor that it will not: (a) demand, accelerate, declare to be due and owing, ask or sxx for, take or receive payment or distribution or take or accept any assets in respect of, all or any of the Junior Debt, directly or indirectly and whether in any composition by the Debtor with its creditors, by exercise of set-off, counterclaim, merger or consolidation of accounts or in any other manner; (b) make any claim or demand in respect of any guarantee or indemnity in any Junior Document; (c) prove in competition with the Senior Creditor in the dissolution of the Debtor; (d) take, accept or receive the benefit of any security interest, guarantee, indemnity or other assurance from any person against financial loss in respect of the Junior Debt, other than the Junior Security described in Schedule 1; (e) exercise any right of Enforcement in respect of the Secured Property (or any part thereof), or make any claim or demand in respect of any guarantee or indemnity in any Junior Document; (f) amend, supplement, terminate or release any of the Junior Documents; (g) create or suffer or permit to exist any security interest over or affecting any of its right, title or interest in any of the Junior Debt or the Junior Security; (h) claim, prove or accept payment in composition by, or in a liquidation or administration of, the Debtor; (i) initiate or support or take any step with a view to: (i) any insolvency, liquidation, reorganisation, administration or dissolution proceedings of the Debtor; (ii) any voluntary arrangement or assignment for the benefit of creditors; or (iii) any similar proceedings involving the Debtor whether by petition, convening a meeting, voting for a resolution or otherwise; (j) exercise any right to require any insurance proceeds to be applied in reinstatement of any asset subject to any Junior Security; (k) receive any financial accommodation (of whatever nature) from the Debtor; (l) enter into any agreement (other than the Junior Facility Agreement and the Junior Security described in Schedule 1, in each case in the form reviewed by the Senior Creditor as at the date of this Deed) that constitutes or evidences any Junior Debt without the prior written consent of the Senior Creditor; (m) assign, sell, novate or transfer any of its rights or obligations in respect of any Junior Debt or under any Junior Document without the Senior Creditor’s prior written consent;...
Sample 1
JUNIOR CREDITOR'S UNDERTAKINGS. Each Junior Creditor undertakes that: (a) it will not novate, vary, replace or rescind any agreement or instrument under which a Debtor's obligations in respect of the Subordinated Debt owed to it arise without the written consent of the Senior Creditor (such consent not to be unreasonably withheld); (b) it will not assign the Subordinated Debt owed to it or any interest in it without the prior written consent of the Senior Creditor; (c) it will not accept the benefit of a Guarantee in respect of the Subordinated Debt owed to it; (d) it will not take or permit to exist a Security Interest in respect of the Subordinated Debt owed to it; (e) it will not waive payment of or release any Debtor or any of the Debtor's Sureties from an obligation to pay the Subordinated Debt owed to it or cause or permit its right to be paid the Subordinated Debt owed to it to be prejudiced; (f) it will exercise any voting power it has as shareholder of any Debtor to ensure that the Debtor does not breach its obligations under this document; (g) it will use its best efforts to ensure that no Debtor breaches its obligations under this document; (h) it will notify the Senior Creditor of any default in any agreement or instrument under which a Debtor's obligations in respect of the Subordinated Debt owed to it arise; and (i) it will promptly provide the Senior Creditor with copies of all documents evidencing the Subordinated Debt owed to it and any amendments, waivers or variations to or in relation to such documents.
Sample 1
JUNIOR CREDITOR'S UNDERTAKINGS. So long as any Senior Debt is outstanding and until the Senior Liabilities have been irrevocably paid in full, except as permitted under the Credit Agreement or except as the Senior Creditor has previously consented, the Junior Creditor will:
Sample 1

Related to JUNIOR CREDITOR'S UNDERTAKINGS

  • Borrowers’ Undertaking to Agent Without prejudice to their respective obligations to Lenders under the other provisions of this Agreement, each Borrower hereby undertakes with Agent to pay to Agent from time to time on demand all amounts from time to time due and payable by it for the account of Agent or Lenders or any of them pursuant to this Agreement to the extent not already paid. Any payment made pursuant to any such demand shall pro tanto satisfy the relevant Borrower’s obligations to make payments for the account of Lenders or the relevant one or more of them pursuant to this Agreement.

  • GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy.

  • Obligations Under the Guaranty The undersigned hereby agrees, as of the date first above written, to be bound as a Guarantor by all of the terms and conditions of the Guaranty to the same extent as each of the other Guarantors thereunder. The undersigned further agrees, as of the date first above written, that each reference in the Guaranty to an “Additional Guarantor” or a “Guarantor” shall also mean and be a reference to the undersigned, and each reference in any other Loan Document to a “Guarantor” or a “Loan Party” shall also mean and be a reference to the undersigned.

  • Acceptance and Performance of Duties under Serviced Appointments With respect to each Serviced Appointment of Xxxxx Bank, the Bank Assets Purchaser hereby accepts its engagement as Servicer and agrees to perform and discharge all Serviced Duties consistent with the terms hereof. With respect to each Serviced Appointment of Xxxxx Trust Company, the Delaware Trust Assets Purchaser (or the Bank Assets Purchaser, if required by Section 3.3) hereby accepts its engagement as Servicer and agrees to perform and discharge all Serviced Duties consistent with the terms hereof. On the terms and subject to the conditions set forth herein, including Article 8, effective as of the Closing, the Purchasers agree to discharge and perform when due the Assumed Servicing Liabilities.

  • Limitation on Guaranteed Obligations Each Guarantor and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby confirms that it is its intention that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act of any similar Federal or state law. To effectuate the foregoing intention, each Guarantor and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby irrevocably agrees that the Guaranteed Obligations guaranteed by such Guarantor shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Guarantor and the other Guarantors, result in the Guaranteed Obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance.

  • Guarantee Limitations The limitations applicable to the Guarantees, as set forth in Section 209 of the Indenture, will apply to the Guarantees issued hereunder; provided, however, that any further limitations, or any amendments or modifications to such Guarantees or limitations thereon, shall be set forth in an additional supplemental indenture, in each case in accordance with the Indenture.

  • Limitation on Subsidiary Guarantor Liability Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article Ten, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. Each Subsidiary Guarantor that makes a payment for distribution under its Subsidiary Guarantee is entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on the adjusted net assets of each Subsidiary Guarantor.

  • Limitation on Guarantors’ Liability Each Guarantor by its acceptance hereof and each Holder of a Security entitled to the benefits of the Guarantee hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to the Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal or state law. To effectuate the foregoing intention, each Holder of a Security entitled to the benefits of the Guarantee and each Guarantor hereby irrevocably agrees that the obligations of each Guarantor under the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under the Guarantee, not result in the obligations of such Guarantor under the Guarantee constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

  • Obligations Under the Security Agreement The undersigned hereby agrees, as of the date first above written, to be bound as a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors. The undersigned further agrees, as of the date first above written, that each reference in the Security Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to the undersigned.

  • Conditions to Each Party’s Obligations under this Agreement The respective obligations of each party under this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, none of which may be waived:

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