Reaffirmation of Note Guarantees and Intercompany Subordination Agreement Sample Clauses

Reaffirmation of Note Guarantees and Intercompany Subordination Agreement. Each of the Guarantors hereby (i) consents to this Agreement and the transactions contemplated hereby, (ii) confirms its obligations under the terms of the Note Guarantee to which it is a party and the Intercompany Subordination Agreement, (iii) acknowledges that such Note Guarantee continues in full force and effect in respect of, and to secure, the obligations under the Master Note Facility, the Notes and the other Financing Documents, (iv) acknowledges that its obligations and liabilities under the Intercompany Subordination Agreement continue to be in full force and effect, and (v) acknowledges that, as of the date hereof and as of the Amendment No. 1 Effective Date, it has no defense, offset, counterclaim, right of recoupment or independent claim against the Noteholders with respect to such Note Guarantee, the Intercompany Subordination Agreement, the Master Note Facility, the Notes or otherwise.
Sample 1
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Reaffirmation of Note Guarantees and Intercompany Subordination Agreement. Each of the Guarantors hereby (i) consents to this Agreement and the transactions contemplated hereby, (ii) confirms its obligations under the terms of the Note Guarantee to which it is a party and the Intercompany Subordination Agreement, (iii) acknowledges that such Note Guarantee continues in full force and effect in respect of, and to secure, the obligations under the Shelf Agreement, the Notes and the other Financing Documents, (iv) acknowledges that its obligations and liabilities under the Intercompany Subordination Agreement continue to be in full force and effect, and (v) acknowledges that, as of the date hereof and as of the Amendment No. 1 Effective Date, it has no defense, offset, counterclaim, right of recoupment or independent claim against the Noteholders with respect to such Note Guarantee, the Intercompany Subordination Agreement, the Shelf Agreement, the Notes or otherwise. [Remainder of page intentionally left blank. Next page is signature page.]
Sample 1
Reaffirmation of Note Guarantees and Intercompany Subordination Agreement. On the First Amendment Effective Date, (a) each existing Guarantor as of the First Amendment Effective Date (excluding, for the avoidance of doubt, MSA and the New Subsidiary Guarantors) shall have executed and delivered to each Noteholder a Confirmation and Reaffirmation of Note Guarantees dated as of the First Amendment Effective Date and in form and substance satisfactory to such Noteholder, and (b) the Company and each existing Guarantor as of the First Amendment Effective Date (excluding, for the avoidance of doubt, MSA and the New Subsidiary Guarantors) shall have executed and delivered to each Noteholder a Confirmation and Reaffirmation of Intercompany Subordination Agreement dated as of the First Amendment Effective Date and in form and substance satisfactory to such Noteholder.
Sample 1

Related to Reaffirmation of Note Guarantees and Intercompany Subordination Agreement

  • Subordination of Note Guarantee The Obligations of each Guarantor under its Note Guarantee pursuant to this Article 11 will be junior and subordinated to the Senior Debt of such Guarantor on the same basis as the Notes are junior and subordinated to Senior Debt of the Company. For the purposes of the foregoing sentence, the Trustee and the Holders will have the right to receive and/or retain payments by any of the Guarantors only at such times as they may receive and/or retain payments in respect of the Notes pursuant to this Indenture, including Article 10 hereof.

  • Intercompany Subordination Agreement The Administrative Agent shall have received the Intercompany Subordination Agreement, duly executed and delivered by each Loan Party.

  • SUBORDINATION OF NOTES Section 11.01.

  • Release of Note Guarantees (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon:

  • Release of Collateral and Guarantee Obligations; Subordination of Liens (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition of such Collateral to any Person other than another Loan Party, to the extent such Disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Guarantee and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunder, and (vi) to the extent such Collateral ceases to be Collateral. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantor.

  • Limitation on Subsidiary Guarantor Liability Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article Ten, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. Each Subsidiary Guarantor that makes a payment for distribution under its Subsidiary Guarantee is entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on the adjusted net assets of each Subsidiary Guarantor.

  • SUBORDINATION OF SUBSIDIARY GUARANTEES The Guarantee of each Guarantor shall be subordinated to the prior payment in full of all Senior Debt of that Guarantor (in the same manner and to the same extent that the Notes are subordinated to Senior Debt), which shall include all guarantees of Senior Debt

  • Reliance by Holders of Senior Indebtedness on Subordination Provisions Each Holder by accepting a Subordinated Security acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. This instrument may be executed in any number of counterparts, and by each party hereto on separate counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

  • Guarantees of Notes 75 Section 10.01. Subsidiary Guarantees 75 Section 10.02. [Reserved] 76 Section 10.03. Guarantors May Consolidate, etc., on Certain Terms 76 Section 10.04. Releases of Subsidiary Guarantees 77 Section 10.05. Execution and Delivery of Guaranty 77 Section 10.06. Limitation on Guarantor Liability 77

  • RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby.

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