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. The Parties hereto hereby agree that the Borrower may incur Indebtedness that is junior in priority to the Lien Priorities provided for herein (in accordance with the terms of the ABL Documents and the Shared Collateral Documents, as applicable), to the extent permitted in the ABL Credit Agreement, without notice to, or the consent of the ABL Agent, the ABL Lenders, the Shared Collateral Agents or the Shared Collateral Secured Parties, as the case may be, and upon any such incurrence, the Parties hereto hereby authorize the Agents to make technical amendments to this Agreement in order to effectuate the foregoing.
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. 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. 24 Section 7.17 Operating Agreement. 24
Junior Indebtedness. All Junior Indebtedness at any time incurred by any Obligor shall be deemed to have been incurred, and all Junior Indebtedness held by any Junior Lender or other holder of Junior Indebtedness shall be deemed to have been extended, acquired or obtained, as applicable, in reliance upon this Agreement, and, to the extent not otherwise required herein, Senior Agent hereby waives (i) notice of acceptance, or proof of reliance, by Junior Agent, the Junior Lenders or any other holder of Junior Indebtedness of this Agreement, and (ii) notice of the existence, renewal, extension, accrual, creation, or non-payment of all or any part of the Junior Indebtedness. Nothing contained in this Agreement shall preclude Junior Agent, Junior Lenders or any holder of Junior Indebtedness from discontinuing the extension of credit to any Obligor (whether under the Junior Credit Agreement or otherwise). Anything in the Senior Loan Documents to the contrary notwithstanding, Senior Agent hereby agrees that Junior Agent shall have the right, at any time and from time to time, in its sole discretion without the consent of or notice to Senior Agent or any Senior Lender (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement), and without incurring any liability to Senior Agent or any Senior Lender amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify (collectively, any “Junior Modification”) the Junior Loan Documents, in any manner whatsoever, including any renewals, extensions or shortening of time of payments (even if such shortening causes any Junior Indebtedness to be due on demand or otherwise), and Senior Agent consents and agrees to any such Junior Modification; provided that Junior Agent and the Junior Lenders shall obtain the prior written consent of Senior Agent, on behalf of the Senior Lenders, to any Junior Modification that: (i) requires that any payment be made earlier than the date originally scheduled for such payment, or (ii) increases the applicable cash interest rate with respect to the Junior Indebtedness by greater than two (2) percentage points per annum (excluding the imposition of the default rate of interest in effect under the Original Junior Loan Documents). Other than the Junior Modifications set forth in the proviso to the immediately preceding sentence, Senior Agent waives notice of any such Junior Modification, and agrees that no such Junior Modification ...
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. 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; Xxxx; 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-
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. 35 6.22 Rate Hedging Obligations............................................ 36 6.23
Junior Indebtedness. The Company will not, and will not permit any Subsidiary to, make any amendment or modification to any indenture, note or other agreement evidencing or governing any Junior Indebtedness, or directly or indirectly prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Junior Indebtedness. During the existence of an Event of Default, the Company will not, and will not permit any Subsidiary to, make any direct or indirect payment, whether in cash, property or Securities or by set-off or otherwise, in respect of any Junior Indebtedness (including without limitation payments of interest, fees and expenses).
