Subordination to Senior Debt. (a) Payment of the principal of and interest on this Note is subordinated, to the extent and in the manner provided herein, to the prior payment of all indebtedness of the Company and/or all Subsidiaries of the Company, for money borrowed or other obligations which is now or may hereafter be owed (collectively, "Senior Debt") to any bank, commercial finance company, factor, insurance company or other institution the lending activities of which are regulated by law (individually, a "Senior Lender" and collectively, "Senior Lenders"), which may, hereafter on any one or more occasions provide financing to the Company or any of its Subsidiaries, secured by liens on any of the assets and properties of the Company and/or any of its Subsidiaries (individually and collectively, an "Institutional Borrower").
Subordination to Senior Debt. Anything in this Debenture to the contrary notwithstanding, the obligations of the Company in respect of the principal of and interest (including any premium or penalty) on this Debenture and any other amounts due under this Debenture (the "Subordinated Debt") shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to the Senior Debt. "Senior Debt", when used with respect to the Company, means (i) the Company's indebtedness to North Fork Bank ("Bank") under (A) that certain $640,000.04 Restated and Amended Term Loan Note, dated April 25, 1997, and (B) that certain $2,200,000 Sixth Restated and Amended Revolving Credit Note, dated April 25, 1997, in each case, together with interest thereon and (ii) renewals, extensions, refinancings, deferrals, restructurings, amendments, modifications and waivers of the indebtedness described in clause (i) above.
Subordination to Senior Debt. Notwithstanding anything to the contrary contained in this Note, the Maker covenants and agrees, and the Holder by acceptance of this Note covenants and agrees, that the Maker’s indebtedness under this Note shall be junior and subordinate to the Senior Debt to the extent and in the manner set forth in this Section 7, except to the extent otherwise agreed to in writing by the Holder and the Senior Lender. Each subsection of this Section 7 shall be given independent effect so that if a particular Payment or action is prohibited by any one of these subsections, it shall be prohibited although it otherwise would not be prohibited by another subsection.
Subordination to Senior Debt. The Company, for itself, its successors and assigns, covenants and agrees, and the Payee and each successive Holder by acceptance of this Debenture likewise covenants and agrees, that the payment of the principal of and interest on this Debenture is subordinated in right of payment to the payment of all existing and future Senior Debt (as hereinafter defined) of the Company. "Senior Debt" means the principal of (and premium, if any) and interest on (including interest accruing after the filing of a petition initiating any proceeding pursuant to any Bankruptcy Law (as defined in Section 7.1 below), but only to the extent allowed or permitted to the holder of such Debt against the bankruptcy or other insolvency estate of the Company in such proceeding) and fees, expenses, reimbursement obligations, indemnity obligations and other amounts due on or in connection with any Debt incurred, assumed or guaranteed by the Company, whether outstanding on the date of the issuance of the Debentures or thereafter incurred, assumed or guaranteed and all deferrals, renewals, extensions and refundings of, or amendments, modifications or supplements to, any such Debt; provided, however, that the following will not constitute Senior Debt: (a) any Debt if the instrument creating the same or evidencing the same or pursuant to which the same is outstanding expressly provides (i) that such Debt shall not be senior in right of payment to the Debentures, or (ii) that such Debt shall be subordinated to any other Debt of the Company, unless such instrument expressly provides that such Debt shall be senior in right of payment to the Debentures; (b) any Debt of the Company in respect of the Debentures; and (c) any Debt representing the redemption price of any preferred stock.
Subordination to Senior Debt. Notwithstanding anything to the contrary contained in this Note, the Maker covenants and agrees, and the Holder by acceptance of this Note likewise covenants and agrees, that the Maker's indebtedness under this Note shall be junior and subordinate to the Senior Debt (as hereafter defined) to the extent and in the manner set forth in this SECTION 5, except to the extent otherwise agreed to in writing by the Holder and any Senior Lender (as defined herein) with respect to the Senior Debt held by or payable to that Senior Lender. Each subsection of this SECTION 5 shall be given independent effect so that if a particular payment or action is prohibited by any one of these subsections, it shall be prohibited although it otherwise would not be prohibited by another subsection. Without the prior written consent of the Senior Lender (or, in the case of the Senior Credit Facility, of the agent thereof), the Maker covenants and agrees, and the Holder by acceptance of this Note likewise covenants and agrees, that so long as such Senior Debt is outstanding or commitments under the Senior Credit Facility shall remain in effect, (i) the Maker will not make and the Holder will not receive any voluntary prepayments hereunder, (ii) the Maker will not grant and the Holder will not receive any collateral as security for obligations hereunder, and (iii) the Maker and the Holder will not amend any provision of this Section 5 nor amend in any way adverse to any Senior Lender any other provision of this Note.
Subordination to Senior Debt. The indebtedness (including unpaid principal of and interest on this Convertible Debenture) as well as all other obligations and liabilities of MORO to Lender hereunder evidenced in this Convertible Debenture is subordinated to the prior payment when due of the principal of, premium, if any, interest on, and all other amounts due in connection with or under all "Senior Debt" (as defined below) as follows: Upon any distribution of its assets in a liquidation or dissolution of MORO, or in bankruptcy, reorganization, insolvency, receivership or similar proceedings relating to MORO, the Lender shall not be entitled to receive payment until the holders of Senior Debt are paid in full. Until a payment default occurs with respect to any Senior Debt, all payments of principal and interest due to Lender under this Convertible Debenture shall be made in accordance with this Convertible Debenture. Upon the occurrence of any payment default with respect to any Senior Debt then, upon written notice thereof to MORO and Lender by any holder of such Senior Debt or its representative, no payments of principal or interest on the Convertible Debenture shall be made by MORO until such payment default has been cured to the satisfaction of the holder of such Senior Debt or waived by such holder, provided, however, that if during the 180 day period following such default, the holder of Senior Debt has not accelerated its loan, commenced foreclosure proceedings or otherwise undertaken to act on such default then MORO shall be required to continue making payments under the Convertible Debenture, including any which had not been paid during such 180 day period. In the event that any Bank Or Other Financial Institution at any time so requires, the Lender shall execute, upon request of MORO, any intercreditor or subordination agreement(s) with and/or in favor of any such Bank Or Other Financial Institution on terms not materially more adverse to the Lender then the subordination terms contained in this Convertible Debenture.
Subordination to Senior Debt. The Company, for itself, its successors and assigns, covenants and agrees, and the Holder by acceptance of this Note, likewise covenants and agrees that the payment of the Principal of, Interest on and all other amounts with respect to this Note is subordinated in right of payment to the payment of all existing and future Senior Debt (as defined below) of the Company. “Senior Debt” means the principal of, premium, if any, and accrued and unpaid interest on, and all other amounts with respect to, all Indebtedness of the Company, whether outstanding on the date of issuance of this Note or any of the other Notes or thereafter created, incurred or assumed, unless, in the agreement or instrument creating or evidencing such Indebtedness or pursuant to which the same is outstanding, it is provided that such Indebtedness is subordinated to Senior Debt of the Company or that such Indebtedness is not superior in right of payment to this Note; provided, however, that “Senior Debt” shall not to be deemed to include any Indebtedness of the Company to any of its subsidiaries or Affiliates.
Subordination to Senior Debt. Notwithstanding anything in this Guaranty, the CoBank Loan Documents or any other agreement relating to the CoBank Loan Agreement Obligations to the contrary, CoBank hereby agrees and covenants that, to the extent set forth herein and on the terms and conditions set forth herein, this Guaranty is and shall be subordinate in right of order and payment to the indefeasible payment in full in cash of the Senior Debt and the termination of all Commitments (as defined in the Wachovia Credit Agreement) under the Wachovia Credit Agreement. Each holder of Senior Debt, either now existing or hereafter arising, shall be deemed to have acquired such Senior Debt in reliance upon the provisions contained in this Section 4. This Guaranty shall include a legend stating that the payment thereof is subordinate to the indefeasible payment in full in cash of all Senior Debt, and the Guarantor shall xxxx all books of account in such manner to indicate that payment thereof is subordinated pursuant to this Agreement.
Subordination to Senior Debt. The payment of principal of this Note is subordinated to all existing and future indebtedness and liabilities of the Company other than other subordinated notes and trade payables, and is a general, unsecured obligation of the Company. Subject to the rights, if any, of the holders of senior indebtedness under this Section 3 to receive cash, securities or other properties otherwise payable or deliverable to the Holder, nothing contained in this Section 3 shall impair, as between the Company and the Holder, the obligation of the Company, subject to the terms and conditions of this Section 3 to pay to the Holder the principal hereof as and when the same becomes due and payable, or shall prevent the Holder, upon default hereunder, from exercising all rights, powers and remedies otherwise provided herein or by applicable law. Subject to payment in full of all senior indebtedness and until this Note shall be paid in full, the Holder shall be subrogated to the rights of the holders of senior indebtedness (to the extent of payments or distributions previously made to such holders of senior indebtedness pursuant to the provisions hereof) to receive payments or distributions of assets of the Company applicable to the senior indebtedness. No such payments or distributions applicable to the senior indebtedness, as between the Company and its creditors, other than the holders of senior indebtedness and the Holder, shall be deemed to be a payment by the Company to or on account of this Note; and for the purposes of such subrogation, no payments or distributions to the holders of senior indebtedness to which the Holder would be entitled except for the provisions of this
Subordination to Senior Debt. Notwithstanding any other ---------------------------- provision of the Management Agreement, all fees payable to the Manager pursuant to the Management Agreement (other than expense reimbursement payable to the Manager in accordance with the terms of the Management Agreement) (the "Management Fees") are and shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to the prior indefeasible payment in full, satisfaction and discharge or defeasance in accordance with the Indenture of all Senior Debt (as defined below).
