Obligations Subordinate to Senior Indebtedness. The Company covenants and agrees, and the Noteholder by its acceptance of this Note, likewise covenants and agrees, that this Note shall be subject to the provisions of this Section 3; and the Noteholder, whether a holder upon original issue or upon transfer, assignment or exchange of this Note, accepts and agrees (i) that the payment of all Note Obligations shall be subordinated and junior in right of payment to the prior payment in full of all of the Senior Indebtedness from time to time outstanding, and the Note Obligations are subordinated as a claim against the Company, any other Obligor, any guarantor of the Senior Indebtedness or any of their respective assets to the prior payment in full of the Senior Indebtedness, in each case, to the extent and in the manner hereinafter set forth and whether such claim is (a) in the ordinary course of business or (b) in the event of any Bankruptcy Event, (ii) that the subordination is for the benefit of, and shall be enforceable directly by, each holder of such Senior Indebtedness, and (iii) that each holder of such Senior Indebtedness, whether now outstanding or hereafter created, assumed or guaranteed, shall be deemed to have acquired its Senior Indebtedness in reliance upon the covenants and provisions contained in this Note including, without limitation, this Section 3.
Obligations Subordinate to Senior Indebtedness. Each of the Issuer and the Initial Noteholder covenant and agree, for the benefit of the Banks, and any subsequent Noteholders by their acceptance of Subordinated Notes likewise covenant and agree, that all Subordinated Notes shall be issued and all Subordinated Obligations shall be incurred hereunder subject to the provisions of this Agreement; and each Noteholder, whether upon original issue of the Subordinated Note or upon transfer, assignment or exchange thereof, accepts and agrees that the payment of all Subordinated Obligations, to the extent and in the manner hereinafter set forth, be subordinated and junior in right of payment to the prior payment in Cash in full of all Senior Indebtedness from time to time outstanding; that the subordination provided herein is for the benefit of, and shall be enforceable directly by (subject to the powers and duties of the Agent provided herein), each holder of Senior Indebtedness, and that each holder of Senior Indebtedness shall be deemed to have acquired its Senior Indebtedness in reliance upon the covenants and provisions contained in this Agreement. The Senior Indebtedness shall not be deemed to have been paid in full for all purposes of the Senior Credit Documents and the Subordinated Obligations until all Senior Indebtedness has been paid in full in Cash (including, without limitation, Post-Petition Interest) and all commitments to lend under the Senior Credit Documents have been terminated.
Obligations Subordinate to Senior Indebtedness. The Borrower covenants and agrees, and each Lender and each other holder of any Note, if any, likewise covenants and agrees, that, (a) to the extent and in the manner hereinafter set forth in this Section 9, the payment of the Obligations, including pursuant to any amendment, modification, restatement or renewal thereof (the "Subordinated Obligations"), is hereby expressly made subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness and (b) the terms and conditions of such subordination is for the benefit of the holders of the Senior Indebtedness and each such holder may enforce such subordination.
Obligations Subordinate to Senior Indebtedness. The Borrower agrees, and each Noteholder, by its acceptance of this Agreement and any Note, also agrees, that the Obligations are and shall be subordinate, to the extent and in the manner hereinafter set forth, to the prior payment in full in cash of all Senior Indebtedness. The Borrower further agrees to make only payments of interest and any fees and expenses due under the Subordinated Notes Documents, and not make any principal payments due thereunder, so long as the Senior Indebtedness remains outstanding; provided, however, that such payments of interest and any fees and expenses are subject to the restrictions set forth in Section 2.14.1 below.
Obligations Subordinate to Senior Indebtedness. The Borrower covenants and agrees, and each Lender and each other holder of any Note, if any, likewise covenants and agrees, that, (a) to the extent and in the manner hereinafter set forth in this Section 9, the payment of the Obligations, including pursuant to any amendment, modification, restatement or renewal thereof (the "Subordinated Obligations"), is hereby expressly made subordinated and subject in right of payment to the prior payment in full of all Senior Debt and (b) the terms and conditions of such subordination is for the benefit of the holders of the Senior Debt and each such holder may enforce such subordination. The Obligations shall rank equally with all existing and future indebtedness of the Borrower (other than the Senior Debt and any other indebtedness that is fully and adequately secured) except for such indebtedness as may be subordinate thereto and as may be required by bankruptcy or other laws affecting the rights of creditors generally.
Obligations Subordinate to Senior Indebtedness. The Borrower, each Guarantor, the Lenders and the Agent covenant and agree, and each holder from time to time of any of the Obligations, or any promissory note or other instrument evidencing any of the Obligations, by its acceptance thereof likewise covenants and agrees, that (a) the Obligations, including, without limitation, the obligations of the Borrower to pay principal and interest hereunder or under any promissory note or other instrument issued pursuant hereto and the obligations of each Guarantor under its Guaranty shall be, and are hereby expressly made, subordinate and subject in right of payment as provided in this Section 11 to the prior payment in full of the Senior Indebtedness, and (b) all Liens on the assets of the Borrower or the Guarantors securing the Obligations shall be, and are hereby expressly made, subject and subordinate to the Liens on the assets of the Borrower or the Guarantors securing the Senior Indebtedness as provided in this Section 11.
Obligations Subordinate to Senior Indebtedness. 55 SECTION 11.2 PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC . . . . . . . .55 SECTION 11.3 SUSPENSION OF PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . . .57 SECTION 11.4 APPLICATION OF MONIES DEPOSITED. . . . . . . . . . . . . . . .58 SECTION 11.5 SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS. . . .58 SECTION 11.6 PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS. . . . . . . . . .58 SECTION 11.7
Obligations Subordinate to Senior Indebtedness. The Borrower, and each Person that has guaranteed the payment of the Obligations (each a "Guarantor") covenants and agrees, and the Lender and each other holder of the Term Note, if any, likewise covenants and agrees, that, (a) to the extent and in the manner hereinafter set forth in this Section 9, the payment of the Obligations, including pursuant to any amendment, modification, restatement or renewal thereof, and any guaranty of such payment (the "Subordinated Obligations"), is hereby expressly made subordinated and subject in right of payment to the prior payment in full of all "Senior Indebtedness", as hereinafter defined, and (b) the terms and conditions of such subordination is for the benefit of the holders of the Senior Indebtedness and each such holder may enforce such subordination. As used herein, the term "Senior Indebtedness" shall mean all (i) payment obligations now or hereafter incurred pursuant to and in accordance with the terms of the Loan and Security Agreement dated September 23, 1999 (as the same may be amended, modified, supplemented or restated, the "Senior Credit Agreement") among Travelers Acceptance Corporation, Travelers Leasing Corporation and Trace Credit Services, Inc. (each a "Traveler's Company") and Finova Capital Corporation (the "Senior Creditor") and (ii) the contingent liability of each Person arising from its guaranty of the payment of Indebtedness incurred pursuant to the Senior Credit Agreement (each a "Traveler's Guarantor", and collectively with each Traveler's Company, a "Traveler's Obligor"). Senior Indebtedness shall include, without limitation, all principal, interest (including without limitation, any post-petition interest on such obligations at the rate set forth in the Senior Credit Agreement, accruing whether or not granted or permitted in connection with an event of the type referred to in Section 7.1 (F) or (G) hereof), premium, penalties, fees, expenses, indemnification, reimbursements, damages and other liabilities payable under the Senior Credit Agreement; provided that in no event shall the principal amount of Senior Indebtedness exceed $32,500,000 (as such amount is reduced by reductions of revolving commitments to the extent such reductions are permanent). Senior Indebtedness outstanding under the Senior Credit Agreement shall continue to constitute Senior Indebtedness for all purposes hereof, notwithstanding that such Senior Indebtedness or any claim in respect thereof may be disallowed, avoided...
