Subordination to Senior Obligations. (i) Each Credit Party hereby covenants and agrees that, as provided herein, all indebtedness, intercompany charges and other sums owing and claims of any nature whatsoever owed to such Credit Party by any other Credit Party (“Intercompany Obligations”), the payment of the principal of and interest thereon and any lien or security interest therefor are hereby expressly made subordinate and subject in right of payment to this Agreement or the prior payment in full of: (A) all Secured Debt and all other obligations now or hereafter incurred by any of the Credit Parties under this Agreement or any of the other Loan Documents, (B) interest thereon (including, without limitation, any such interest accruing subsequent to the filing by or against any of the Credit Parties of any proceeding brought under Chapter 11 of the Bankruptcy Code, whether or not such interest is allowed as a claim pursuant to the provisions of such Chapter), and (C) all fees, expenses, indemnities and other amounts now or hereafter payable pursuant to or in connection with this Agreement and all other Loan Documents (collectively the “Senior Obligations”), and any lien on any property or asset securing the Senior Obligations.
Subordination to Senior Obligations. The security interest granted pursuant to this Note and the Lender’s rights and remedies with respect to the Collateral are subordinated to certain other security interests and liens pursuant to, and to the extent provided in, that certain Subordination Agreement dated as of March , 2009 (the “Subordination Agreement”) in favor of Commerce Bank, N.A, a national banking association, in its capacity as Agent under the Credit Agreement referred to in such Subordination Agreement, as the same may be amended, restated, consolidated, replaced or otherwise modified from time to time.
Subordination to Senior Obligations. The Subordinate Lender hereby subordinates and postpones the payment and the time of payment of the Subordinated Debt to and in favor of the payment and the time of payment of the Senior Obligations. So long as all or any part of the Senior Obligations remain unpaid, the Subordinate Lender shall not, without the prior written consent of the Required Lenders, ask, demand, xxx for, set off, accept, or receive any payment of all or any part of the Subordinated Debt; provided, that, so long as no Default or Event of Default (as such terms are defined in the Credit Agreement) is in existence or would arise as a result of the making of such payment: (i) on and after January 1, 2011, the Borrower may make regularly scheduled payments of principal and accrued interest on the Subordinated Debt as set forth in the Subordinate Note and (ii) the Borrower, at Borrower’s sole option, may make payments or prepayments on or in respect of the Subordinated Debt in an amount not to exceed the Permitted Distribution Amount less the sum of (x) Restricted Payments made pursuant to clause (c) of Section 10.6 of the Credit Agreement and (y) all other payments by Borrower pursuant to clause (ii) of the proviso of Section 10.10(b) of the Credit Agreement; provided that the chief financial officer, the controller or the treasurer of the Borrower shall have certified to the Administrative Agent and the Subordinate Lender as to compliance with the preceding clause. The Subordinate Lender agrees not to subordinate, grant a security interest or lien on, assign, or transfer all or any part of the Subordinated Debt to any other person without the prior written consent of the Required Lenders. Subordinate Lender will not, without the prior written consent of the Required Lenders: (a) commence, or join with any other creditor in commencing, any bankruptcy, reorganization, insolvency or similar proceedings with respect to Borrower or any Guarantor; or (b) extend, amend, modify or renew any of the Borrower's obligations under the Subordinated Debt or the documents evidencing or executed or delivered in connection with the Subordinated Debt (other than to reduce the interest rate (including any default rate) or any fees applicable to or payable in respect of such Subordinated Debt so long as no Default or Event of Default is in existence or would arise as a result of such amendment or modification), or (c) release any surety or security for such obligations or obtain collateral security or exe...
Subordination to Senior Obligations. The indebtedness evidenced by this Note, and the payment of any other amount due under this Note, including principal, interest, and any other sums due hereunder is subordinated, junior and subject in right of payment, to the prior payment of all Senior Obligations indefeasibly in cash. “Senior Obligations” means all indebtedness, liabilities and obligations, whether direct or indirect, joint or several, absolute or contingent, related or unrelated, now or in the future existing and whether consisting of principal, interest, fees, expenses (including reasonable attorney’s fees), indemnities, charges or other sums, owed by the Company to any commercial bank, equipment lessor or other financial institution, insurance company, government or government agency or department which indebtedness, liabilities or obligations are either outstanding on the date hereof or are evidenced by instruments, agreements or documents stating that such indebtedness, liabilities or obligations are superior in right of payment to this Note.
Subordination to Senior Obligations. As used herein, "senior in right of payment to the Notes" means that:
Subordination to Senior Obligations. (i) This Note is, and by acceptance hereof the Holder hereby agrees that any payment under this Note (whether for principal, interest or otherwise (and including any costs and expenses required to be reimbursed to the Holder)) or any judgment arising therefrom (collectively, the “Subordinated Indebtedness”) is and shall be, subordinate, to the extent and in the manner hereinafter set forth, to, and no payment may be made under this Note, except (x) pursuant to subsection (h) below or (y) to the extent such payments are permitted pursuant to the documentation governing the Senior Obligations (as defined below), until the prior indefeasible payment in full in cash of all Senior Obligations and the termination of all commitments of the holders of Senior Obligations to extend further credit constituting Senior Obligations (such payment of such Senior Obligations and termination of commitments, the “Payment in Full of the Senior Obligations”).
Subordination to Senior Obligations. The Maker covenants and agrees, and by its acceptance hereof Holder likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Section, this Note, and the payment of the principal and interest hereunder (collectively, the "Senior Subordinated Obligations"), are hereby expressly made subordinate and subject in right of payment to the prior payment in full in cash of all indebtedness of the Maker now existing or hereinafter arising under (i) the Guarantees entered into by the Company prior to the date hereof and as amended from time to time relating to loan agreements between Applied Magnetics (M) SDN BHD, a wholly-owned subsidiary of the Company, and (a) RHB Bank Berhad, formerly known as DCB Bank of Berhad, dated December 10, 1996, (b) Arab-Malaysian Bank Berhad, dated July 18, 1996, (c) Ban Hin Xxx Bank Berhad, dated April 8, 1997, (d) Malayan Banking Berhad, April 19, 1995, and (e) United Overseas Bank (Malaysia) Bhd, dated August 18, 1998, as each may have been amended from time to time, and (ii) its loan agreements with CIT Group/Business Credit Financing Agreement dated January 11, 1995, as amended from time to time (together with the Guarantees, the "Senior Indebtedness Documents"), including any future borrowings under such Senior Indebtedness Documents, and all related interest, fees, expenses and other amounts payable thereunder (the "Senior Indebtedness"), provided, that, notwithstanding anything to the contrary contained herein, at any time of determination, the Senior Subordinated Obligations shall be subordinated pursuant to the terms hereof only to that amount of such Senior Indebtedness that at such time would be permitted to be outstanding under the terms of the Senior Indebtedness Documents as in effect on the date hereof and without giving effect to any subsequent amendments thereto. Such Senior Indebtedness shall constitute the only indebtedness of Maker which shall be higher in priority to the Senior Subordinated Obligations and Maker agrees that no additional indebtedness, other than the Senior Indebtedness and any future borrowings under the Senior Indebtedness Documents, shall be incurred which is senior to or pari passu with the Senior Subordinated Obligations. The Holder hereby agrees not to amend or otherwise modify any provision of this Section without the prior written consent of the holders of all Senior Indebtedness. This Section shall be reinstated if at any time any payment of any of t...
Subordination to Senior Obligations. (a) Each Guarantor (other than the 1986 Trust) hereby covenants and agrees that, as provided herein, all indebtedness, intercompany charges and other sums owing and claims of any nature whatsoever owed to such Guarantor by any other Credit Party, including without limitation the Intercompany Notes ("Intercompany Obligations"), the payment of the principal of and interest thereon and any lien or security interest therefor are hereby expressly made subordinate and subject in right of payment to the prior payment in full of: (i) all obligations now or hereafter incurred by any of the Credit Parties under any of the Loan Documents, (ii) interest thereon (including, without limitation, any such interest accruing subsequent to the filing by or against any of the Credit Parties of any proceeding brought under Chapter 11 of 11 U.S.C. Section101 et seq., as from time to time hereafter amended and any successor or similar statute ("Bankruptcy Code"), whether or not such interest is allowed as a claim pursuant to the provisions of such Chapter), and (iii) all fees, expenses, indemnities and other amounts now or hereafter payable pursuant to or in connection with the Loan Agreement and all other Loan Documents (collectively the "Senior Obligations"), and any lien on any property or asset securing the Senior Obligations.
Subordination to Senior Obligations. As used herein, "senior in right of payment to the Debentures" means that:
Subordination to Senior Obligations. The indebtedness evidenced by the Note, including principal, interest, and any other sums due thereunder is subordinated, junior and subject in right of payment, to the extent and in the manner hereinafter provided, to the prior payment of all Senior Obligations indefeasibly in cash. The term “Senior Obligations” means all indebtedness, liabilities and obligations, whether direct or indirect, joint or several, absolute or contingent, related or unrelated, now or in the future existing and whether consisting of principal, interest, fees, expenses (including reasonable attorney’s fees), indemnities, charges or other sums, owed by LYH under the terms of its existing indebtedness, as such obligations currently exist or as such obligations may be modified, amended or extended by agreement of LYH and the lenders of such indebtedness (“Senior Lenders”). Any and all documents, instruments and agreements evidencing the Senior Obligations, as amended, restated and/or supplemented from time to time, shall be referred to herein as the “Senior Loan Documents.”
