Subordinated Note. (a) On the date of the initial Sale, Buyer shall issue to the Seller Agent, for the account of the Sellers as their respective interests may appear, the Subordinated Note. The aggregate principal amount of the Subordinated Note at any time shall be equal to the difference between (i) the aggregate principal amount on the issuance thereof and each addition to the principal amount of the Subordinated Note with respect to each Seller pursuant to the terms of Section 2.01(c)(ii)(C) and Section 2.07 as of such time, minus, (ii) the aggregate amount of all payment made in respect of the principal of the Subordinated Note as of such time. All payments made in respect of the Subordinated Note shall be allocated, first to pay accrued and unpaid interest thereon, second, to pay the outstanding principal amount thereof. Interest on the outstanding principal amount of the Subordinated Note shall accrue at a rate per annum as set forth in the Subordinated Note, to be paid (x) on each Settlement Date with respect to the principal amount of the Subordinated Note outstanding from time to time during the Adjusted Settlement Period immediately preceding such Settlement Date (but only to the extent that Buyer has funds available to make such payment) and (y) on the maturity date thereof. Upon receipt of any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the Subordinated Note as described in Section 2.08(b). Principal of the Subordinated Note not paid or prepaid pursuant to the terms hereof shall be payable on the maturity date thereof. Notwithstanding anything to the contrary contained in this Agreement, any payments to be made by Buyer in respect of the Subordinated Note shall be made solely from funds available to Buyer that are not otherwise required to be applied or set-aside for the payment of any obligations of Buyer under the Credit Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against Buyer to the extent that insufficient funds exist to make such payment.
(b) Each addition to the principal amount of the Subordinated Note on any Transfer Date pursuant to Section 2.01(c) (including on the date of the initial Sale hereunder) shall be allocated among the Sellers by the Seller Agent ratably in proportion to the Purchase Price owing to each on such Transfer Date.
Subordinated Note. At any time, directly or indirectly, pay, prepay, repurchase, redeem, retire or otherwise acquire, or make any payment on account of any principal of, interest on or premium payable in connection with the repayment or redemption of the Subordinated Note, except as expressly permitted in the Subordination Agreement.
Subordinated Note. The Subordinated Note has been duly authorized by Company and when executed by Company and issued, delivered to and paid for by Purchaser in accordance with the terms of the Agreement, will have been duly executed, issued and delivered, and will constitute legal, valid and binding obligations of Company, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.
Subordinated Note. The Additional Originator acknowledges that it has received a copy of the Subordinated Note and agrees to be bound by, and to comply with, all the terms of the Subordinated Note, including, without limitation, the subordination provisions set forth in paragraph 9 thereof. The Servicer acknowledges and agrees that the Additional Originator shall become a beneficiary under the Subordinated Note and that amounts owing to the Additional Originator under the Subordinated Note shall be governed by the provisions of the Receivables Sale Agreement, including Section 3.2
Subordinated Note. (a) On the Closing Date, the Buyer will deliver to the Seller a subordinated promissory note, payable to the order of the Seller (as the same may be amended, supplemented, endorsed or otherwise modified from time to time, together with any promissory note issued from time to time in substitution therefor or renewal thereof, being herein called the "Subordinated Note").
(b) The Seller shall make all appropriate record keeping entries with respect to the Subordinated Note to reflect the payments on and adjustment of the Subordinated Note. The Seller's books and records shall constitute rebuttable presumptive evidence of the principal amount of and accrued interest on the Subordinated Note at any time, and the Seller hereby promises to xxxx the Subordinated Note "CANCELED" and return it to the Buyer upon the final payment thereof.
Subordinated Note. Originator shall not transfer its Subordinated Note to any Person.
Subordinated Note. Amend, modify or supplement the Subordinated Note without the prior written consent of the Majority Facility Investors.
Subordinated Note. On the Distribution Date, CA Short shall execute and deliver to Pages a Subordinated Note in the principal amount of $5,000,000 and Security Agreement as described in the Form 10.
Subordinated Note. Notwithstanding anything herein to the contrary, in the case of a purchase of Units pursuant to Section 4.1(a)(iii)(A), the Company shall deliver a Junior Subordinated Note in a principal amount equal to all or a portion of the cash purchase price (in lieu of paying such portion of the purchase price in cash), which Junior Subordinated Note shall mature on the fifth anniversary of its issuance and accrue interest, compounded annually, payable concurrently with the payment of principal, at the applicable Applicable Federal Rate on the date of issuance; provided that if any of the conditions set forth in the first sentence of this Section 5(b) exists which prohibits such payment by delivery of a Junior Subordinated Note, the portion of the payment so prohibited shall be made, to the extent such payment is not prohibited, by the Company’s delivery of New Preferred Units having an aggregate liquidation preference equal to the balance of the purchase price and accruing dividends, compounded annually, at a yield equivalent to the interest rate that would have been payable on the aforementioned Junior Subordinated Note. The Company shall use its reasonable efforts (or shall cause PGA Holdings to use its reasonable efforts) to repurchase Units pursuant to Section 4.1(a)(i), Section 4.1(a)(ii) or Section 4.1(a)(iii)(B) with cash and/or to prepay any Junior Subordinated Notes or redeem any New Preferred Units issued in connection with such repurchase of Units. The Company shall have the right set forth in clause (i) of Section 5(a) whether or not the member of the Executive Group selling such Units is an obligor of the Company. Any Junior Subordinated Note (or New Preferred Units issued in lieu thereof) shall be prepaid (or redeemed) upon a Sale of the Company from net cash proceeds, if any, payable to the Company or its unitholders; to the extent that sufficient net cash proceeds are not so payable, the Junior Subordinated Note (or New Preferred Units issued in lieu thereof) shall be cancelled in exchange for such other non-cash consideration received by unitholders in the Sale of the Company having a fair market value equal to the principal of and accrued interest on the note. Any Junior Subordinated Note (or New Preferred Units issued in lieu thereof) also shall be prepaid (or redeemed) upon the consummation of an initial Public Offering from net cash proceeds, if any, payable to the Company or its unitholders; to the extent that sufficient net cash proceeds are ...
Subordinated Note. The Subordinated Note to be issued to such Xxxxxx Stockholder pursuant to Article 1 hereof will, when issued and delivered in accordance therewith be the valid and binding obligation of the Parent and enforceable in accordance with its terms.
