Senior Indebtedness, Etc Sample Clauses

Senior Indebtedness, Etc. All principal of, and accrued interest owing on, all the Credit Extensions and all other Obligations owing hereunder and under the other Loan Documents are "Senior Indebtedness" under the Intercreditor Agreement. USAM has duly executed and delivered each Subordinated Debt Document and each Subordinated Debt Document constitutes the legal, valid and binding obligation of USAM, enforceable against USAM in accordance with its terms, subject, as to enforcement only, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally, and subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law). USAM has delivered true and complete copies of the Subordinated Debt Documents to the Lenders, together with all amendments, waivers and other changes thereto. Notwithstanding any bankruptcy, insolvency, reorganization, moratorium or similar proceeding in respect of USAM, at all times (i) the subordination provisions in the Intercreditor Agreement will be enforceable against the Subordinated Debt Holders thereof by the Agent and the Lenders, (ii) all Obligations, including the Obligations to pay principal of and interest on the Credit Extensions, constitute "Senior Indebtedness", as defined in the Intercreditor Agreement and all such Obligations will be entitled to the benefits of subordination created by the Intercreditor Agreement and (iii) all payments of principal of or interest on each Subordinated Debt Document made by USAM from the liquidation of its property will be subject to such subordination provisions. At the time of the execution and delivery of each Subordinated Debt Document, the same was duly registered or qualified under all applicable United States Federal, state and Commonwealth securities laws or exempt therefrom. The Borrowers acknowledge that the Agent and Lenders are entering into this Agreement, and have extended the Loans and other Credit Extensions, in reliance upon the subordination provisions contained in the Intercreditor Agreement and the representations and warranties made pursuant to this Section.

Senior Indebtedness, Etc. All Obligations pursuant to this Agreement constitute "Senior Indebtedness" under, and as defined in, and for all purposes of, the Senior Subordinated Notes Indenture. The Borrower and its Restricted Subsidiaries have not more than $1.0 million of outstanding Indebtedness under Section 4.03(b)(xiv) of the Senior Subordinated Notes Indenture (other than Indebtedness pursuant to this Agreement). $24.0 million of Indebtedness pursuant to this Agreement is permitted under Section 4.03(b)(xiv) of the Senior Subordinated Notes Indenture and $1.0 million of Indebtedness pursuant to this Agreement is permitted under Section 4.03(b)(i) of the Senior Subordinated Notes Indenture.

Senior Indebtedness, Etc. All Obligations, including those to pay principal of and interest (including post-petition interest) on the Loans and fees and expenses in connection therewith, constitute Senior Debt (as defined in the Subordination Agreement), and all such Obligations are entitled to the benefits of the subordination created by the Subordination Agreement. Each Loan Party acknowledges that the Administrative Agent and the Lenders are entering into this Agreement, and extending their Term Loan Commitments, in reliance upon the subordination provisions of the Subordination Agreement and this clause (z).

Senior Indebtedness, Etc. The subordination provisions set forth in the Investor Intercreditor Agreement are and will be enforceable against the holders of the Subordinated Notes by Agent and Lenders. All Obligations, including those to pay principal of and interest (including post-petition interest) on the Term Loan and fees and expenses in connection therewith, constitute Senior Indebtedness (as defined in the Investor Intercreditor Agreement), and all such Obligations are entitled to the benefits of the subordination created by the subordination provisions set forth in the Investor Intercreditor Agreement. Parent and each Borrower acknowledges that Agent and Lenders are entering into this Agreement, and extending their Commitments, in reliance upon the subordination provisions set forth in the Investor Intercreditor Agreement and this Section 4.23.

Senior Indebtedness, Etc. (i) The Borrowers have the power and authority to incur the Exit Notes and has duly authorized, executed and delivered the Exit Notes Indenture and the Exit Notes issued thereunder. The Borrowers have issued, pursuant to due authorization, the Exit Notes under the Exit Notes Indenture. The Exit Notes Indenture and the Exit Notes issued thereunder constitutes the legal, valid and binding obligation of the Borrowers enforceable against the Borrowers in accordance with their its terms. All Obligations, including, without limitation, those to pay principal of and interest (including post-petition interest) on the Loans and fees, expenses and indemnities in connection therewith, constitute Senior Indebtedness (as defined in the Super Senior Intercreditor Agreement), and all such Obligations are entitled to the benefits of the subordination created by the Super Senior Intercreditor Agreement. The Borrowers acknowledges that the Agents and the Lenders are entering into this Agreement, and extending their Commitments, in reliance upon the subordination provisions of the Super Senior Intercreditor Agreement and this Section 6.01(y)(i). (ii) The Loan Parties have the power and authority to incur the each of the ABL Facility and the B. Riley Credit Agreement, and has duly authorized, executed and delivered the ABL Credit Agreement and the B. Riley Credit Agreement. The ABL Credit Agreement and the B. Riley Credit Agreement constitute the legal, valid and binding obligations of the Loan Parties enforceable against the Loan Parties in accordance with their terms. All Obligations, including, without limitation, those to pay principal of and interest (including post-petition interest) on the Loans and fees, expenses and indemnities in connection therewith, constitute Term Obligations (as defined in the ABL Intercreditor Agreement), and all such Obligations are entitled to the benefits of the subordination created by the ABL Intercreditor Agreement with respect to the Term Priority Collateral. The Borrowers acknowledges that the Agents and the Lenders are entering into this Agreement, and extending their Commitments, in reliance upon the subordination provisions of the ABL Intercreditor Agreement and this Section 6.01(y)(ii).

Senior Indebtedness, Etc. The subordination provisions applicable to the Series A Notes and the Series B Notes will be enforceable against the holders of the Series A Notes and Series B Notes by the holder of any Senior Indebtedness (as defined in the Series A Note Purchase Agreements and the Series B Note Purchase Agreements) which has not -80- 89 effectively waived the benefits thereof. All Obligations, including those to pay principal of and interest (including post-petition interest) on the Loans and Reimbursement Obligations, and fees and expenses in connection therewith, constitute Senior Indebtedness (as defined in the Series A Note Purchase Agreements and the Series B Note Purchase Agreements) and all such Obligations are entitled to the benefits of the subordination created by the Series A Notes and Series B Notes.

Senior Indebtedness, Etc. The Subordinated Indenture and the Subordinated Notes constitute the legal, valid and binding obligation of the U.S. Borrower enforceable against the U.S. Borrower in accordance with its terms, subject, as to enforcement, only to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and general equitable principles. The subordination provisions of the Subordinated Notes and contained in the Subordinated Indenture continue to be enforceable against the Subordinated Note Holders by the holder of any Bank Debt (as defined in the Subordinated Indenture) which has not effectively waived the benefits thereof. All Obligations, including those to pay principal of and interest (including post-petition interest) on the Loans and Reimbursement Obligations, and fees and expenses in connection therewith, constitute Bank Debt (as defined in the Subordinated Indenture) and all such Obligations are entitled to the benefits of the subordination created by the Subordinated Indenture. The U.S. Borrower acknowledges that the Agents, the Issuers and each Lender is entering into this Agreement, and is extending its Commitments, in reliance upon the subordination provisions of the Subordinated Indenture, the Subordinated Notes and this Section.

Senior Indebtedness, Etc. Loans outstanding under the Credit Agreement, as well as reimbursement obligations in respect of Letters of Credit issued under the Credit Agreement, and all related obligations in respect of principal, interest, fees, costs, enforcement expenses and indemnity obligations under the Credit Agreement, will constitute "Senior Indebtedness" as defined in the Indenture governing the Convertible Subordinated Notes, and the Senior Indebtedness under the Credit Agreement will constitute "Designated Senior Indebtedness" as defined in such Indenture.

Senior Indebtedness, Etc. The Borrower has issued, pursuant to due authorization, the Senior Subordinated Notes under the Indenture. The subordination provisions of the Indenture and Senior Subordinated Notes are and will be enforceable against the holders of the Senior Subordinated Notes by the holders of any Senior Indebtedness (as defined in the Indenture) which have not effectively waived the benefits thereof. All Obligations, including, without limitation, those to pay principal of and interest (including post-petition interest) on the Loans and fees and expenses in connection therewith, constitute Senior Indebtedness (as defined in the Indenture), and, subject to Section 12.22, all such Obligations are entitled to the benefits of the subordination created by the Indenture. The Borrower acknowledges that the Agents and the Lenders are entering into this Agreement, and extending their Commitments, in reliance upon the subordination provisions of the Indenture and this clause (hh).