Subordination in Right of Payment Sample Clauses

Subordination in Right of Payment. (a) Except as provided in Section 4.01(b), the payment of all or any part of the Junior Indebtedness shall be postponed and subordinated to the payment in full of all amounts due and payable in respect of the Senior Indebtedness and no payments or other distributions whatsoever in respect of any part of the Junior Indebtedness shall be made nor shall any property or assets of the Company be applied to the purchase or other acquisition or retirement of any part of the Junior Indebtedness.
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Subordination in Right of Payment. Unless and until such time as (1) the Senior Obligations shall have been paid in full and (2) no holder of any Senior Obligation shall have any continuing commitment to provide the Borrower or its subsidiaries with any loan, letter of credit or other financial accommodation that would constitute a Senior Obligation (the time in which clauses (1) and (2) occur being referred to herein as the “Discharge of Senior Obligations”), no payment shall be made by or on behalf of the Borrower for or on account of any Subordinated Obligation, and the Subordinated Creditor shall not take, receive, demand or sxx for, directly or indirectly (including, without limitation, by set-off, redemption, purchase or in any other manner) any payment, distribution, prepayment or collateral security for the whole or any part of the Subordinated Obligations (whether in cash, property or securities), whether for the principal or interest thereof or otherwise; provided that, so long as no “Default” or “Event of Default” (as such terms are defined in the Senior Credit Agreement) has occurred and is continuing or would result from the payments contemplated hereunder, the Borrower may make and the Subordinated Creditor may receive regularly scheduled cash payments of interest in accordance with Section 3 of this Note. For the avoidance of doubt, the Borrower shall not make nor shall any holder of Subordinated Obligations receive, any payments of the principal amount outstanding under this Note until a Discharge of the Senior Obligations has occurred.
Sample 1
Subordination in Right of Payment. (a) Subject to Section 2.01(b), the payment of all or any part of the Junior Indebtedness shall be postponed and subordinated to the payment in full of the Senior Indebtedness, and no payments or other distributions whatsoever including, without limitation, any payments of principal, interest, fees, make whole payments, mandatory redemption or voluntary retraction payments, shall be made in respect of any part of the Junior Indebtedness (including without limitation by way of set-off against amounts owed by a Junior Creditor to the Borrower), and no property or assets of the Borrower shall be applied to the purchase or other acquisition or retirement of any part of the Junior Indebtedness, until the Senior Indebtedness has been paid in full.
Sample 1
Subordination in Right of Payment. The Borrower covenants and agrees, and the Trustee on behalf of itself and each Noteholder, likewise covenants and agrees, that all Notes shall be issued subject to the provisions of this Agreement and to the extent and in the manner hereinafter set forth in this Agreement, the Second Priority Lien Obligations are hereby expressly made subordinate and junior and subject in right of payment to the prior payment in full in cash of all First Priority Lien Obligations now outstanding or hereinafter incurred.
Sample 1
Subordination in Right of Payment. The payment of all or any part of the Subordinated Indebtedness shall be postponed and subordinated to the payment in full of the Senior Indebtedness and no payments or other distributions whatsoever shall be made in respect of any part of the Subordinated Indebtedness (including by way of set-off against amounts owed by a Subordinated Party to the Borrower), and no property or assets of the Borrower shall be applied to the purchase or other acquisition or retirement of any part of the Subordinated Indebtedness, until the Senior Indebtedness has been paid in full.
Sample 1
Subordination in Right of Payment. The Junior Debt shall be subject and subordinate in right of payment and in all other respects to the prior payment in full of the Senior Debt. In addition, the Borrower shall not pay and the Junior Lenders shall not accept and receive any payments on account of the Junior Debt, including without limitation accrued interest thereon, unless and until the Senior Debt is fully paid. Notwithstanding anything to the contrary herein, conversion of the Junior Debt into equity securities of the Borrower in accordance the terms of the Junior Loan Documents shall not be considered a “payment” and shall not be prohibited by this Agreement, and notwithstanding the foregoing sentence, repayment of the Junior Debt may be authorized, but only with the written consent of the Senior Lender, within the Lender’s sole but reasonable discretion.
Sample 1

Related to Subordination in Right of Payment

  • Termination of Security Interests; Release of Collateral Upon payment in full of all Secured Obligations, the Security Interests shall terminate and all rights to the Collateral shall revert to Debtor. Upon such termination of the Security Interest or release of any Collateral, the Secured Party will, at the expense of Debtor, execute and deliver to Debtor such documents as Debtor shall reasonably request to evidence the termination of the Security Interest or the release of such Collateral, as the case may be.

  • Indemnity Obligations Secured by Collateral; Survival Any amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement shall constitute Obligations secured by the Collateral. The indemnity obligations of each Assignor contained in this Article VIII shall continue in full force and effect notwithstanding the full payment of all of the other Obligations and notwithstanding the full payment of all the Notes issued, and Loans made, under the Credit Agreement, the termination of all Letters of Credit issued under the Credit Agreement, the termination of all Interest Rate Protection Agreements and Other Hedging Agreements entered into with the Other Creditors and the payment of all other Obligations and notwithstanding the discharge thereof and the occurrence of the Termination Date.

  • Termination of Security Interest Upon the payment in full of all Obligations, the security interest granted herein shall terminate and all rights to the Collateral shall revert to Debtor. Upon such termination, Secured Party hereby authorizes Debtor to file any UCC termination statements necessary to effect such termination and Secured Party will execute and deliver to Debtor any additional documents or instruments as Debtor shall reasonably request to evidence such termination.

  • Termination of Security Interests Upon the payment in full of the Obligations and satisfaction of all Borrower’s obligations under this Agreement and the other Loan Documents, and if Lender has no further obligations under its Commitment, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to Borrower. Upon any such termination, the Lender shall, at Borrower’s expense, execute and deliver to Borrower such documents as Borrower shall reasonably request to evidence such termination.

  • Unconditional Right of Holders to Receive Principal, Premium and Interest Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

  • Restrictions on Actions by Lenders; Sharing of Payments (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Borrower or any deposit accounts of Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral.

  • Unconditional Right of Securityholders to Receive Principal, Premium and Interest Notwithstanding any other provisions in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 3.07) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption or repayment, on the Redemption Date or Repayment Date, as the case may be) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

  • Release of Collateral and Guarantee Obligations; Subordination of Liens (a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (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 10.01), (v) to the extent the property constituting such Collateral is owned by any Guarantor (other than the Borrower), upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (vi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (vii) to the extent such Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect, or impair the 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 the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements, and agreements necessary or desirable to evidence or 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 or Issuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated.

  • Payment of Leasehold Obligations Each Borrower shall at all times pay, when and as due, its rental obligations under all leases under which it is a tenant, and shall otherwise comply, in all material respects, with all other terms of such leases and keep them in full force and effect and, at Agent’s request will provide evidence of having done so.

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