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").
(b) Upon any payment or distribution of assets or securities of the Institutional Borrower, as the case may be, of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the Institutional Borrower, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts payable under Senior Debt shall first be paid in full in cash, or payment provided for in cash or cash equivalents, before the holder hereof shall be entitled to receive any payment on account of principal of or interest on this Note. Before any payment may be made by the Institutional Borrower of the principal of or interest on this Note upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Institutional Borrower of any kind of character, whether in cash, property or securities, to which the holder hereof would be entitled, except for the provisions of this Section 9, shall be made by the Institutional Borrower or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of Senior Debt or their representatives to the extent necessary to pay all such Senior Debt in full after giving effect to any concurrent payment or distribution to the holders of such Senior Debt.
(c) Upon the happening of any default in payment of the principal of or interest on any Senior Debt, then, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment in cash, p...
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 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 6, except to the extent otherwise agreed to in writing by the Holder and any Senior Lender (as hereinafter defined) with respect to the Senior Debt held by or payable to that Senior Lender. Each subsection of this Section 6 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. – 3 –
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. (a) The Company covenants and agrees, and each Holder of Securities issued hereunder by such Holder's acceptance thereof likewise covenants and agrees, that all Securities shall be issued subject to the provisions of this Article 13; and each Person holding any such Security whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. The payment of the Principal, premium, if any, Redemption Price, Change of Control Purchase Price and Interest or Additional Interest, if any, in respect of all Securities issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full in cash or other payment satisfactory to the holders of Senior Debt of all Senior Debt of the Company, whether outstanding at the date of this Indenture or thereafter incurred. No provision of this Article 13 shall prevent the occurrence of any Default or Event of Default hereunder.
(b) No payment shall be made with respect to the payment of Principal, premium, if any, Redemption Price, Change of Control Purchase Price and Interest or Additional Interest, if any, on the Securities, except payments and distributions made by the Trustee as permitted by Section 13.7, if:
(i) a default in any payment obligations in respect of Senior Debt occurs and is continuing, without regard to any applicable period of grace (whether at maturity or at a date fixed for payment or by declaration or otherwise); or
(ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits the holders of such Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a "PAYMENT BLOCKAGE NOTICE") from a holder of Designated Senior Debt, a Representative of Designated Senior Debt or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 days...
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. 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).
Subordination to Senior Debt. The Payee, by acceptance of this note, agrees that the payment of the principal and interest of this note is subordinated to the extent and as provided below and undertakes, as a condition to the right to receive any payments hereunder, to execute such subordination agreements as may be requested by the Senior Lenders (as defined below) from time to time.
(a) As used herein, the term “Senior Debt” shall mean any and all indebtedness of the Payor and all of its subsidiaries (collectively, the “Company”) owed to Senior Lenders together with (i) all complete or partial refinancings of such indebtedness, (ii) any amendments, restatements, extensions, modifications, amendments, renewals or substitutions with respect to the foregoing, (iii) interest, reasonable attorney fees, other fees and other sums payable in respect thereof, and (iv) any interest accruing thereon after the commencement of a bankruptcy proceeding, without regard to whether or not such interest is an allowed claim in such proceeding. The term “Senior Lenders” shall mean any institutional lender or lenders providing one or more senior secured credit facilities to the Company. Senior Debt shall be considered to be outstanding whenever any loan or loan commitment remains outstanding under a loan agreement entered into with a Senior Lender.
Subordination to Senior Debt. The Lender, by accepting this Debenture, agrees for itself and its successors and assigns that payment of principal, interest and other amounts due to the Lender hereunder (collectively the "SUBORDINATED DEBT") is subordinated in right of payment to the prior payment in full of the Senior Debt on the terms set forth herein. Without the consent of the Senior Debtholder, no payment on account of the Subordinated Debt shall be made except for regularly scheduled monthly installments of principal and/or interest hereunder.
