Junior Debt Payments Sample Clauses
The Junior Debt Payments clause governs the conditions under which payments can be made to holders of junior, or subordinated, debt. Typically, this clause restricts or defers payments to junior creditors if certain events occur, such as a default or non-payment to senior creditors, ensuring that senior debt obligations are prioritized. For example, if a company is unable to meet its senior loan payments, it may be prohibited from making interest or principal payments on its junior debt until the senior debt is satisfied. The core function of this clause is to protect the interests of senior lenders by ensuring they are paid first, thereby managing risk and clarifying the order of payment priority in the event of financial distress.
Junior Debt Payments. Make any voluntary payment or other distribution (whether in cash, securities or other property), of or in respect of principal or interest, or such payment by way of the purchase, redemption, retirement, acquisition, cancellation or termination, in each case prior to the final scheduled maturity thereof, of any Indebtedness (each, a “Junior Debt Payment”) that (x) is contractually subordinated in right of payment to any of the Obligations (it being understood that Indebtedness shall not be deemed to be subordinated in right of payment to the Obligations merely because such Indebtedness is secured by a Lien that is junior to the Liens securing the applicable portion of the Obligations) or (y) is secured by a Lien on all or substantially all of the Collateral that is junior to the Lien on the Collateral securing the Obligations (such Indebtedness described in clauses (x) and (y), collectively, “Junior Debt”), except for:
(i) payment of regularly scheduled interest and principal payments (and fees, indemnities and expenses payable) as, and when due in respect of any such Indebtedness to the extent permitted by any Applicable Intercreditor Agreement or other subordination or intercreditor provisions in respect thereof;
(ii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, exchange or renewed Indebtedness is permitted by Section 7.3 and any fees and expenses in connection therewith;
(iii) payments of intercompany Indebtedness permitted under Section 7.3 to the extent permitted by any subordination provisions (if any) in respect thereof;
(iv) the conversion, exchange, redemption, repayment or prepayment of such Indebtedness into or for Stock of a Loan Party (other than Borrower) or a Subsidiary (other than Borrower) (other than Disqualified Stock of a Loan Party or a Subsidiary);
(v) AHYDO Catch-Up Payments relating to Indebtedness of Holdings and its Restricted Subsidiaries so long as no Specified Event of Default has occurred and is continuing;
(vi) Junior Debt Payments in an amount not to exceed the Available Amount then in effect; provided that, solely in the case of any Junior Debt Payment made in reliance on the Available Amount Starter Basket or the Available Retained Excess Cash Flow Amount, immediately after giving Pro Forma Effect to such Junior Debt Payment, the usage of the Available Amount in connection therewith and any related transa...
Junior Debt Payments. Make:
(a) any Junior Debt Payment except that: (i) a Permitted Refinancing permitted pursuant to Section 7.02(b), Section 7.02(c) or Section 7.02(d) may be consummated; (ii) the Borrower may make any payment on any Junior Debt to the extent that such payment is permitted pursuant to the subordination provisions applicable thereto (including Section 11.16); and (iii) the Borrower may make Junior Debt Payments to the extent made solely with the Qualified Capital Stock of the Borrower; or (b) any payment in violation of any subordination and/or intercreditor terms applicable to any Junior Debt.
Junior Debt Payments. 9694 7.14 Amendment, Etc. of Junior Debt. 9694 7.15
Junior Debt Payments. Make any Junior Debt Payment with respect to any Indebtedness for borrowed money that is unsecured, subordinated or secured by a Lien on a junior basis; provided that, (a) subject to any applicable subordination or intercreditor agreement with respect to such Indebtedness, the Borrower or any of its Subsidiaries shall be permitted to make regularly scheduled interest payments that are paid in kind (and not in cash) as and when due in respect of any such Indebtedness that is unsecured, subordinated or secured by a Lien on a junior basis, so long as (i) such Indebtedness is expressly permitted under Section 7.2 of this Agreement and (ii) no Event of Default shall have occurred and be continuing or would result therefrom, (b) payments in respect of the COVID Netherlands Loan and COVID French Loan shall be permitted, and (c) repayments of Convertible Indebtedness with the proceeds of any substantially contemporaneous equity offering or convertible debt offering shall be permitted. For the avoidance of doubt, this Section shall not prohibit or restrict any payments required to be made (i) under the ABL Agreement, which shall be subject to the ABL Intercreditor Agreement or (ii) the Trade Facility, which shall be subject to the Trade Facility Intercreditor Agreement.
Junior Debt Payments. SFDOCS01/318383.4 9 Midway – Subordination Agreement
Junior Debt Payments. Make:
(a) any Junior Debt Payment except that: (i) a Permitted Refinancing permitted pursuant to Section 7.02(b), Section 7.02(j) or Section 7.02(v)(ii) may be consummated; (ii) the Borrower may make Junior Debt Payments to the extent made solely with the Qualified Capital Stock of the Borrower;(iii) the Borrower or any Subsidiary may make any Junior Debt Payment with the Available Amount; provided, that, (A) no Default shall have occurred and be continuing at the time of such Junior Debt Payment or would result therefrom, and (B) upon giving Pro Forma Effect to such Junior Debt Payment, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 7.11 as of the most recently ended fiscal quarter of the Borrower for which the Borrower was required to deliver financial statements pursuant to Section 6.01(a) or Section 6.01(b), and (2) the Consolidated Leverage Ratio shall not exceed the Leverage Ratio Target (and, in connection with any such payment in excess of $5,000,000, if requested by the Administrative Agent or any Lender, the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating compliance with such conditions); (iv) the Borrower or any Subsidiary may make any Junior Debt Payment; provided, that, (A) no Default shall have occurred and be continuing at the time of such Junior Debt Payment or would result therefrom, and (B) the aggregate amount of all such Junior Debt Payments made in reliance on this Section 7.14(a)(iv) during the term of this Agreement shall not exceed $10,000,000; (v) the Borrower may make any payments of cash or deliveries in shares of Common Stock (or other securities or property following a merger event, reclassification or other change of the Common Stock) (and cash in lieu of fractional shares) pursuant to the terms of, and otherwise perform its obligations under, any Permitted Convertible Indebtedness (including making payments of interest and principal thereon, making payments due upon required repurchase thereof and/or making payments and deliveries upon conversion or settlement thereof); and (vi) the Borrower may pay the premium in respect of, make any payments (of cash or deliveries in shares of Common Stock or other securities or property following a merger event, reclassification or other change of the Common Stock and cash in lieu of fractional shares) required by, and otherwise perform its obligations under, any Permitted Call Spread Transac...
Junior Debt Payments. 96 7.14 Amendment, Etc. of Junior Debt. ..................................................................................... 97 7.15 Sanctions. .......................................................................................................................... 97 7.16 Anti-Corruption Laws. ...................................................................................................... 97 ARTICLE VIII
Junior Debt Payments