Junior Debt Clause Samples
The Junior Debt clause defines the terms and conditions under which certain debts are considered subordinate to other, senior debts in a financial arrangement. This clause typically specifies that junior debt holders will only receive repayment after all obligations to senior debt holders have been satisfied, and may outline restrictions on payments or enforcement actions related to the junior debt. Its core practical function is to establish a clear hierarchy of creditor claims, thereby protecting senior lenders and facilitating structured risk allocation among different classes of creditors.
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Junior Debt. (a) Until the Senior Discharge Date:
(i) no Subordinated Creditor shall demand or receive and no Subordinated Borrower shall (and the Company shall ensure that no other Relevant Person or member of the Group will) make, any payment, repayment or prepayment of any principal, interest or other amount on or in respect of, or any distribution in respect of, or any redemption, purchase or defeasance of, any Junior Debt in cash or in kind, except as permitted by ▇▇▇▇▇▇ 2.2 (Permitted Payments), Clause 2.3 (Restrictions on enforcement by the Subordinated Creditors) or Clause 5.2 (Filing of claims);
(ii) no Subordinated Creditor shall apply any money or property in or towards discharge of, and no Subordinated Borrower shall (and the Company shall ensure that no other Relevant Person or member of the Group will) redeem, purchase or defease, any Junior Debt, except as permitted by Clause 2.2 (Permitted Payments), Clause 2.3 (Restrictions on enforcement by the Subordinated Creditors) or Clause 5.2 (Filing of claims);
(iii) no Subordinated Creditor or Subordinated Borrower shall exercise any set-off against any Junior Debt, except as permitted by Clause 2.2 (Permitted Payments), Clause 2.3 (Restrictions on enforcement by the Subordinated Creditors) or Clause 5.2 (Filing of claims);
(iv) no Subordinated Creditor shall permit to subsist or receive, and no Subordinated Borrower shall (and the Company shall ensure that no other Relevant Person or member of the Group will) create or permit to subsist any Security, or any guarantee, for, or in respect of, any Junior Debt (in each case save to the extent granted by a person which is not a Relevant Person or a member of the Group);
(v) no Subordinated Creditor shall claim or rank as a creditor in the insolvency, winding-up, bankruptcy or liquidation of any Subordinated Borrower other than in accordance with Clause 2.3 (Restrictions on enforcement by the Subordinated Creditors) or Clause 5.2 (Filing of claims);
(vi) no Junior Party shall take or omit to take any action whereby the ranking and/or subordination contemplated by this Agreement may be impaired;
(vii) no Junior Party shall permit any Junior Debt to be evidenced by a negotiable instrument;
(viii) no Junior Party shall convert any Junior Debt into shares of any Subordinated Borrower unless:
(A) that issuance of shares constitutes a Permitted Share Issue; and
(B) to do so would not result in the occurrence of a Default or a Change of Control; and
(ix) the Parent shall ...
Junior Debt. So long as any portion of the Notes remain outstanding (whether or not any Event of Default under the Notes exists), Debtor shall not make any payments of principal, interest, penalties or any other amounts to any creditor of Debtor (or any other party) other than payments to (i) the Secured Party and (ii) IBM Lender with respect to the IBM Debt, provided that payments to IBM Lender shall be limited solely to Debtor's obligations as guarantor of the IBM Debt. WAIVERS
Junior Debt. (a) It is the sole legal and beneficial owner of the Junior Debt and of the benefits of the Junior Finance Documents free from any Security Interest, option or subordination in favour of any person other than the Finance Parties; and
(b) the Junior Debt is not subject to any set-off, counterclaim or other defence.
Junior Debt provided (i) (A) in the case of Junior Secured Debt, the Total Leverage Ratio does not exceed 5.50 to 1.00 on a pro forma basis after giving effect to such incurrence of Junior Debt tested as of most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b) and (B) in the case of unsecured Indebtedness, the Total Leverage Ratio does not exceed 6.00 to 1.00 on a pro forma basis after giving effect to such incurrence tested as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b), (ii) no Default or Event of Default has occurred and is continuing or would result therefrom, (iii) in the case of an incurrence of Junior Secured Debt, such Junior Secured Debt is subject to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent, (iv) such Junior Debt has a final maturity no sooner than, and a Weighted Average Life to Maturity no less than, the Loans, (v) there is no borrower or guarantor with respect to such Junior Debt that is not a Loan Party, (vi) in the case of Junior Secured Debt, such Junior Secured Debt is secured by a Lien that does not extend to any assets of Holdings and its subsidiaries that do not constitute Collateral, and (vii) the terms of such Junior Debt when taken as a whole are not more restrictive to the Loan Parties than the terms contained herein;
Junior Debt all Indebtedness of the Partnership that is subject to a satisfactory subordination agreement for purposes of Rule 15c3- l, and which (i) by the express terms of the instrument creating or evidencing such indebtedness is subordinated, in right of payment and upon liquidation, to the Notes at least to the same extent and in the same manner as the Notes are subordinated to the Senior Claims of present and future creditors of the Partnership, (ii) matures not earlier than the final maturity of the Notes, and (iii) has a Weighted Average Life to Maturity at the time of the issuance thereof which is more than the Weighted Average Life to Maturity of the Notes at such time. Lien -- any interest in property securing an obligation owed to, or a claim by, any Person other than the owner of the property, whether such interest shall be based on the common law, statute or contract,
Junior Debt. 25.18.1 Except as permitted under Clause 25.18.2 below, the Company shall procure that the Junior Debt Documents shall not be amended, varied, novated, supplemented, superseded or replaced without the prior written consent of the Lender.
Junior Debt. (i) Any of the Obligations for any reason shall cease to be “senior debt,” “senior indebtedness,” “designated senior debt” or “senior secured financing” (or any comparable term) under, and as defined in, the documentation governing the Junior Debt (in terms of payment and Lien priority) to the Obligations, (ii) the subordination provisions set forth in the Intercreditor and Subordination Agreement shall, in whole or in part, cease to be effective or cease to be legally valid, binding and enforceable against the holders of the Junior Debt, or (iii) any Credit Party or any Subsidiary of any Credit Party, shall assert any of the foregoing in writing.
Junior Debt. Clause (ii)(B) of Section 7.1(g) of the Loan Agreement is hereby amended by deleting the number “$700,000” set forth therein and inserting the number “$1,400,000” in lieu thereof.
Junior Debt. (a) The Junior Creditor shall, on written request by the Senior Creditor from time to time, notify the Senior Creditor in writing of details of the amount of outstanding Junior Debt owed to it.
(b) The Junior Creditor shall give the Senior Creditor copies of all Junior Finance Documents to which it is party as soon as entered into. A08005565 11
Junior Debt. The Allied Investment and Allied's rights under the Debentures and this Investment Agreement and the Security Documents shall be subordinate, as to lien priority and right of payment with respect to common Collateral, only to the following senior debt (the "Senior Debt"): (a) that certain senior loan (as such loan may be modified, renewed, extended and refinanced, the "Senior Loan") from HSBC Business Loans, Inc. ("HSBC") in an outstanding principal amount not to exceed the sum of (A) the Receivables Borrowing Base, plus (B) the Inventory Borrowing Base. (HSBC or any bank or other lender which assumes or refinances the Senior Loan being referred to herein as the "Senior Holder"); (b) those certain capitalized lease obligations not to exceed Seven Hundred and Fifty Thousand Dollars ($750,000) in the aggregate, as more fully described in Exhibit 2.03 attached hereto; and (c) those certain Subordinated Secured Debentures with an aggregate principal amount of Five Million Dollars ($5,000,000) issued pursuant to an investment agreement by and between Allied and the Borrowers dated November 21, 1996 (the "Senior Debentures"). In connection with the Senior Loan, the Senior Holder and Allied shall enter into, at or prior to Closing, a subordination agreement in form and substance acceptable to Holders (the "Senior Loan Subordination Agreement"). In connection with the Senior Debentures, holders of the Senior Debentures and Allied shall enter into, at or prior to Closing, a subordination agreement in form and substance acceptable to Holders (the "Senior Debentures Subordination Agreement").