Subordinate and junior in right of payment means that:
Subordinate and junior in right of payment means that:
(i) no part of the Debt shall have any claim to the assets of Maker on a parity with or prior to the claim of the Senior Obligations;
(ii) unless and until the Senior Obligations have been paid in full and any commitment to lend in respect thereof has been terminated, without the express prior written consent of each holder of Senior Obligations, Payee will not take, demand (including by means of any legal action) or receive from Maker, and Maker will not make, give or permit, directly or indirectly, by set-off, redemption, purchase or in any other manner, any payment of or security for (except for such security granted herein) the whole or any part of the Debt; provided, however, that (x) at any time, except when a default in the performance or observance of any term or condition relating to any Senior Obligation has occurred and is continuing or would result therefrom, Maker may make, and Payee may receive, scheduled payments or mandatory repayments in accordance with Section 2.3 of this Note on account of principal of and interest on the Debt in accordance with the terms hereof and (y) upon the acceleration of the maturity of any Senior Obligations, Payee may accelerate the scheduled maturities of the Debt if and to the extent permitted hereby at such time but such acceleration shall not give Payee any right to take, demand (including by means of any legal action) or receive from Maker, or Maker the right to make, give or permit, directly or indirectly, by set-off, redemption, purchase or in any other manner, any payment of or security for the whole or any part of the Debt unless and until the Senior Obligations have been paid in full; and
(iii) without limitation on any other provision of this Section 4, the security interest of the Payee on the Collateral will be junior in priority to any interest of any holder of Senior Obligations therein as defined in the Security Agreement.
Subordinate and junior in right of payment means that:
(i) Upon the occurrence and during the continuance of an Event of Default, none of the Subordinated Creditors will, without the express prior written consent of the Senior Creditors or unless otherwise instructed by the Senior Creditors, take, demand or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner, any payment on or security for the whole or any part of the Subordinated Obligations, and, without the express prior written consent of the Senior Creditors or unless otherwise instructed by the Senior Creditors, none of the Subordinated Creditors will make demand for the payment of or accelerate the scheduled maturities of any amounts owing under the Subordinated Obligations.
(ii) Until the Senior Obligations shall have been paid in full and satisfied, upon the occurrence and during the continuance of an Event of Default, none of the Subordinated Creditors will accelerate, declare to be immediately due and payable, enforce or take any action to enforce or collect, or otherwise exercise any rights or remedies it may possess with respect to the Subordinated Obligations or any portion thereof, or take any action to enforce or otherwise exercise any rights or remedies with respect to, or realize upon, the Collateral, in each case without the prior written consent of the Senior Creditors.
(iii) Without limiting the generality of the foregoing provisions of this Section 2.1, in the event of any liquidation, termination, revocation or other winding-up of a Note Issuer, or in the event of any receivership, insolvency, reorganization or bankruptcy proceedings, assignment for the benefit of creditors or any proceeding by or against a Note Issuer for any relief under any bankruptcy, reorganization or insolvency law or laws (federal or state) or any law (federal or state) relating to the relief of debtors, readjustment of indebtedness, reorganization, composition or extension of indebtedness, then, upon the occurrence and during the continuance of an Event of Default, unless otherwise agreed to or instructed in writing by the Senior Creditors, all Senior Obligations shall first be paid in full before any payment or distribution is made in respect of the Subordinated Obligations, and any payment or distribution of any kind or character (whether in cash, property or securities) that, but for the subordination provisions contained herein, would otherwise be payable or deliverable to a Subordinated Creditor upon or in res...
Examples of Subordinate and junior in right of payment in a sentence
Preference: Subordinate and junior in right of payment to all other obligations of FP both currently outstanding and subsequently incurred, but pari passu with other similar subordinated debt or equity equivalent investments, whether currently outstanding or subsequently incurred.
More Definitions of Subordinate and junior in right of payment
Subordinate and junior in right of payment means that:
(1) no part of the Subordinated Obligations shall have any claim to the assets of the Borrower on a parity with or prior to the claim of the Senior Obligations; and
(2) unless and until the Senior Obligations have been paid in full and any commitment to make Advances under the Senior Credit Agreement has been terminated, without the express prior written consent of the Senior Lender, (A) the Subordinated Lender will not take, demand or receive from the Borrower, and the Borrower will not make, give or permit, directly or indirectly, by set-off, redemption, purchase or in any other manner, any payment of or security for the whole or any part of the Subordinated Obligations, including, without limitation, any letter of credit or similar credit support facility to support payment of the Subordinated Obligations; provided, however, that (x) at any time, except during a Blockage Period or when a Payment Event of Default has occurred and is continuing, the Borrower may make, and the Subordinated Lender may receive, scheduled payments on account of principal and interest on the Subordinated Note in accordance with the terms thereof and (y) at any time, the Borrower may make, and the Subordinated Lender may receive, payments on account of the principal and interest on the Subordinated Note in accordance with the terms thereof to the extent that such payments are made with the proceeds of new equity capital obtained by the Borrower; and (B) no acceleration of the maturity of the Subordinated Note will be effective until the earlier to occur of (i) five days following notice by the Subordinated Lender to the Senior Lender of such acceleration and (ii) the occurrence of an Insolvency Event.
Subordinate and junior in right of payment means that (i) no part of the Subordinated Obligations shall have any claim to the assets of the Debtors on a parity with or prior to the claim of the Senior Obligations; and (ii) unless and until the Senior Obligations have been paid in full and the obligation of Senior Lender to extend credit to Borrowers under the Senior Loan Documents shall have been irrevocably terminated, without the express prior written consent of Senior Lender, Subordinated Lender will not take, demand or receive from the Debtors, and the Debtors will not make, give or permit, directly or indirectly, by set-off, redemption, purchase or in any other manner, any payment of (of whatever kind or nature, whether in cash, property, securities or otherwise) or security for the whole or any part of the Subordinated Obligations, including, without limitation, any letter of credit or similar credit support facility to support payment of the Subordinated Obligations; except, that, the Debtors may make, and Subordinated Lender may receive and retain, regularly scheduled payments of interest, on an unaccelerated non-default basis, in respect of the Subordinated Obligations in accordance with the terms of the Subordinated Loan Documents as in effect on the date hereof, so long as, with respect to any such payment, immediately prior to and after giving effect to any such payment, no Senior Event of Default has occurred.
Subordinate and junior in right of payment means that (i) no part of the Subordinated Obligations shall have any claim to the assets of the Debtors on a parity with or prior to the claim of the Senior Obligations; and (ii) unless and until the Senior Obligations have been paid in full, without the express prior written consent of the Senior Lender, the Subordinated Lender will not take, demand or receive from the Debtors, and the Debtors will not make, give or permit, directly or indirectly, by set-off, redemption, purchase or in any other manner, any payment of (of whatever kind or nature, whether in cash, property, securities or otherwise) or security for the whole or any part of the Subordinated Obligations, including, without limitation, any letter of credit or similar credit support facility to support payment of the Subordinated Obligations.
Subordinate and junior in right of payment means that (i) no part of the Subordinated Obligations shall have any claim to the assets of any Obligor or any of its Subsidiaries (including, without limitation, assets purchased with the proceeds of the Subordinated Loan) on a parity with or prior to the claim of the Senior Obligations regardless of how any such claim arises, whether by grant, statute, operation of law, subrogation or otherwise, and (ii) unless and until the Senior Termination Date shall have occurred, without the express prior written consent of the Senior Agent: (A) no Subordinated Lender will take, demand or receive from any Obligor or any Subsidiary of any Obligor, and no Obligor shall or shall permit any of its Subsidiaries to, make, give or permit, directly or indirectly, by set-off, redemption, purchase or in any other manner, any payment of (of whatever kind or nature, whether in cash, property, securities or otherwise) or give any security for (except such security as granted under the Subordinated Credit Agreement as of the date hereof) the whole or any part of the Subordinated Obligations, including, without limitation, any letter of credit or similar credit support facility to support payment of the Subordinated Obligations; (B) no Subordinated Lender will accelerate for any reason the scheduled maturities of any amount owing under the Subordinated Obligations; it being agreed however that the Subordinated Lender may accelerate the Subordinate Obligations if and to the extent the Senior Creditors shall have accelerated the Senior Obligations; or (C) exercise any rights with respect to the Collateral securing the Subordinated Obligations or any other assets or properties of any Obligor, commence or prosecute any enforcement of any rights or remedies under the Subordinated Loan Documents, including the rights of set-off or recoupment, or exercise any rights or remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction or the Bankruptcy Code.
Subordinate and junior in right of payment means that (1) no part of the Subordinated Obligations shall have any claim to the assets of any Borrower or the Guarantor on a parity with or prior to the claim of the Senior Obligations except for claims against the Mortgaged Property to the extent the Required Payment has not been made by the end of the Forty Five Day Period unless EDAC makes the Forbearance Payments in which event no claim may be made against the Mortgaged Property until the end of the Ninety Day Period; and (2) unless and until the Senior Obligations have been paid in full and the obligation of Senior Lender to extend credit to Borrowers under the Senior Loan Documents shall have been irrevocably terminated, without the express prior written consent of the Senior Lender (A) no Subordinated Lender will take, demand or receive from any Borrower or the Guarantor, and no Borrower nor the Guarantor will make, give or permit, directly or indirectly, by set-off, redemption, purchase or in any other manner, any payment of (of whatever kind or nature, whether in cash, property, securities or otherwise) or security for the whole or any part of the Subordinated Obligations, including, without limitation, any letter of credit or similar credit support facility to support payment of the Subordinated Obligations; provided, however, that (v) if the Mortgage Financing occurs during the Forty Five Day or the Ninety Day Period, EDAC may make and the Subordinated Lenders may receive payments on the Subordinated Obligations in an amount not to exceed the Required Payment; (w) during the Ninety Day Period, except when a Blockage Notice has been given, EDAC may make and the Subordinated Lenders may receive payments on the Subordinated Obligations in an amount not to exceed the Forbearance Payments, (x) at any time on or after the First Interest Payment Date, except when a Blockage Notice has been given, EDAC may make, and the Subordinated Lenders may receive, regularly scheduled payments
Subordinate and junior in right of payment means that (1) no part of the Subordinated Obligations shall have any claim to the assets of the Borrower on a parity with or prior to the claim of the Senior Obligations; and (2) unless and until the Senior Obligations have been paid in full, without the express prior written consent of the Senior Lender (A) no Subordinated Lender will take or receive from the Borrower, and the Borrower will not make, give or permit, directly or indirectly, by set-off, redemption, purchase or in any other manner, any payment of (of whatever kind or nature, whether in cash, property, securities or otherwise) or security for the whole or any part of the Subordinated Obligations, including, without limitation, any letter of credit or similar credit support facility to support payment of the Subordinated Obligations; provided, however , that at any time, except during a Blockage Period or when a Payment Event of Default has occurred and is continuing, the Borrower may make, and the Subordinated Lenders may receive, regularly scheduled payments on account of principal of and interest on the Subordinated Notes in accordance with the terms thereof determined on a pre-default non- accelerated basis, and (B) no Subordinated Lender will accelerate for any reason the scheduled maturities of any amount owing under the Subordinated Notes unless or until Senior Lender accelerates amounts owing under the Senior Obligations.
Subordinate and junior in right of payment means that no holder of any part of the Subordinated Debt shall have any claim to the assets of the Issuer on a parity with or prior to the claim of any holder of any of the Senior Debt, whether such claim be made in connection with a Reorganization or otherwise. Unless and until the Senior Debt shall have been paid in full in cash and the Loan Documents and all commitments to provide Senior Debt thereunder shall have terminated (other than any indemnification and other expense reimbursement obligations under any Loan Documents which are not yet due and payable), no holder of Subordinated Debt will take, retain, permit to exist, demand or receive from the Issuer, and the Issuer will not make, give or permit, directly or indirectly, by set-off, redemption, purchase or in any other manner, (i) any payment of the whole or any part of the Subordinated Debt (whether in respect of principal, interest or any other amount, and whether prior to, at or after the scheduled maturity thereof), (ii) any security or collateral for the whole or any part of the Subordinated Debt or (iii) any guaranty of the whole or any part of the Subordinated Debt. The Issuer expressly agrees that it will not make any payment in respect of any of the Subordinated Debt, or take any other action, in contravention of the subordination provisions of this Note.