Junior Indebtedness Sample Clauses

Junior Indebtedness. The Obligations are “Senior Debt”, “Senior Indebtedness”, “Guarantor Senior Debt”, “Senior Secured Financing” or “Designated Senior Debt” (or any comparable term) under, and as defined in, any Junior Indebtedness Document.

Junior Indebtedness. Make or permit any voluntary or optional prepayment, or otherwise repay, redeem, purchase, defease, acquire or satisfy prior to its regularly scheduled due date any (a) Indebtedness which is secured by a Lien on any Collateral, to the extent such Lien is junior in priority to the Lien on such Collateral securing any Obligations, (b) Subordinated Debt, (c) Permitted Convertible Bond Indebtedness or (d) unsecured Indebtedness for borrowed money (clauses (a) through (d), collectively, “Junior Indebtedness”), except: (i) the conversion by Parent of any Permitted Convertible Bond Indebtedness issued and outstanding as of the Closing Date into or in exchange for other securities; (ii) cash payments to redeem any such Permitted Convertible Bond Indebtedness or to induce or to settle the conversion of any such Permitted Convertible Bond Indebtedness by the holders thereof, in an aggregate amount not to exceed $20,000,000 in any fiscal year; (iii) under the terms of any subordination, intercreditor, or other similar agreement to which any Junior Indebtedness is subject; (iv) Permitted Refinancing of any Junior Indebtedness with any Indebtedness permitted to be incurred under Section 6.4; (v) any prepayment, exchange or conversion of any Permitted Convertible Bond Indebtedness that is made or settled in Equity Interests of Parent or, solely in respect of any fractional shares to be issued, in cash; and (vi) with the proceeds from substantially concurrent equity contributions or issuances of new Equity Interests of Parent.

Junior Indebtedness. Make or permit any voluntary or optional prepayment, or otherwise repay, redeem, purchase, defease, acquire or satisfy prior to its regularly scheduled due |US-DOCS\161907737.16|| date, any (a) Indebtedness which is secured by a Lien on any Collateral, (b) Subordinated Debt, (c) Permitted Convertible Bond Indebtedness or (d) unsecured Indebtedness for borrowed money (clauses (a) through (d), collectively, “Junior Indebtedness”), except: (i) to the extent permitted under the terms of any subordination, intercreditor, or other similar agreement to which any Junior Indebtedness constituting Permitted Indebtedness is subject; (ii) Permitted Refinancing of any Junior Indebtedness with any Indebtedness permitted to be incurred under Section 6.4; (iii) any prepayment, exchange or conversion of any Permitted Convertible Bond Indebtedness that is made or settled solely in Qualified Equity Interests of Borrower (and cash (x) in lieu of fractional shares and (y) in respect of accrued and unpaid interest); (iv) Permitted Distributions (solely pursuant to clause (p) of such definition); and (v) subject to satisfaction of the Redemption Conditions, the repurchase, exchange or repayment of Permitted Convertible Bond Indebtedness. For the avoidance of doubt, this Section 6.10 shall prohibit (i) any cash repurchase of Permitted Convertible Bond Indebtedness (whether upon a “fundamental change,” redemption upon satisfaction of a stock price condition, or otherwise) and (ii) the settlement of any conversion of Permitted Convertible Bond Indebtedness in cash in any amount (other than cash in lieu of fractional shares), in each case ((i) and (ii)), unless the Redemption Conditions are satisfied.

Junior Indebtedness. The Company will not purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for, the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Indebtedness junior to the Loan.

Junior Indebtedness. 35 6.22 Rate Hedging Obligations............................................ 36 6.23

Junior Indebtedness. (a) The Company, for itself, its successors and assigns, covenants and agrees, and the Holder covenants and agrees, that the indebtedness evidenced by this Note shall be senior to all Junior Indebtedness, and all Junior Indebtedness shall be subject in right of payment, to the prior payment in full of this Note. Notwithstanding the foregoing, in the event that there is no Event of Default hereunder at the time any interest or principal under the Junior Indebtedness is due, the Company may make payments of such interest, but not principal, of Junior Indebtedness so long as such payment would not cause an Event of Default hereunder. (b) For purposes of this Section 5, "Junior Indebtedness" shall mean the principal of, premium, if any, and interest (including any interest accruing after the filing of a petition in bankruptcy) on that certain 8% Subordinated Promissory Note of the Company to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, an individual with his office at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ dated December 13, 1996 in the principal amount of $300,000 and that certain 8% Senior Subordinated Note of the Company to CMCO, Inc., a New York corporation with its office at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ dated December 13, 1996 in the principal amount of $300,000, and all renewals, extensions and refundings of each such Subordinated Promissory Note and any other indebtedness of the Company that is by its terms subject in right of payment and subordinate to the prior payment in full of this Note. The Company represents and warrants to Holder that the Subordinated Promissory Notes identified in this clause (b) by their terms are subject in right of payment and subordinate to the prior payment in full of this Note.

Junior Indebtedness. Any subordination provisions of the documents (including, without limitation, any Subordination Agreement) evidencing or governing any Junior Indebtedness with an aggregate principal amount in excess of $1,000,000 shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable Junior Indebtedness, in each case, except in accordance with its terms; or THEN (A) upon the occurrence and during the continuance of any Event of Default described in Section 8.1(f) or Section 8.1(g), automatically, and (B) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of) Required Lenders, upon notice to the Borrower by Administrative Agent, (1) the Commitments, if any, of each Lender having such Commitments shall terminate; (2) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Party: (x) the unpaid principal amount of and accrued interest on the Loans and (y) all other Obligations (other than Bank Product Obligations); (3) the Collateral Agent may enforce any and all Liens and security interests created pursuant to Collateral Documents; and (4) the Administrative Agent shall direct the Borrower to pay (and the Borrower hereby agrees upon receipt of such notice, or upon the occurrence and during the continuance of any Event of Default specified in Section 8.1(f) or Section 8.1(g), to pay) to the Administrative Agent Bank Product Collateralization to be held as security for the Borrower’s or its Subsidiaries’ obligations in respect of outstanding Bank Products. In addition to the rights and remedies set forth in this Agreement, the Collateral Agent shall have all the other rights and remedies accorded a secured party under all applicable laws or in equity or under any other instrument, document or agreement now existing or hereafter arising.

Junior Indebtedness. The Obligations constitute “Term Loan Secured Obligations” of the Borrower under and as defined in the Intercreditor Agreement. The obligations of each Subsidiary Guarantor under the Guarantee and Collateral Agreement constitute “Term Loan Secured Obligations” of such Subsidiary Guarantor under and as defined in the Intercreditor Agreement.

Junior Indebtedness. 4143 6.11. Amendments or Waivers of Organizational Documents or Junior Indebtedness 4143 6.12. Compliance 4244 6.13. Compliance with Anti-Terrorism Laws 4244 6.14. Amendments or Waivers of Material Contracts 4244 6.15. Transactions with Affiliates 4345 6.16. Minimum Consolidated Revenue 4345 6.17. Minimum Liquidity 4345 7. EVENTS OF DEFAULT 4345 7.1. Payment Default 4345 7.2. Covenant Default 4445 7.3. Material Adverse Change 4446 7.4. Attachment; ▇▇▇▇; Restraint on Business 4446 7.5. Insolvency 4446 7.6. Other Agreements 4547 7.7. Judgments 4547 7.8. Misrepresentations 4547 7.9. Loan Documents; Collateral 4547 7.10. Subordinated Debt 4648 7.11. ERISA Event 4648 8. RIGHTS AND REMEDIES UPON AN EVENT OF DEFAULT 4648 8.1. Rights and Remedies 4648 8.2. Power of Attorney 4749 8.3. Application of Payments and Proceeds Upon Default 4749 8.4. Agent’s Liability for Collateral 4850 8.5. No Waiver; Remedies Cumulative 4850 8.6. Demand Waiver 4850 9. NOTICES 4951 10. CHOICE OF LAW, VENUE, AND JURY TRIAL WAIVER 5052 11. GENERAL PROVISIONS 5153 11.1. Successors and Assigns 5153 11.2. Indemnification; Lender Expenses 5254 11.3. Severability of Provisions 5355 -iii-