Facility Subordination Agreement definition

Facility Subordination Agreement means any written agreement between the Administrative Agent, on behalf of the Secured Parties, and any third party creditor (an “Other Creditor”) of any Obligated Party, subordinating (a) the Liens on all or substantially all of the Collateral granted to the Administrative Agent by the Collateral Documents to Liens on such Collateral held by such Other Creditor or (b) all or substantially all of the Obligations owed to Secured Parties under the Loan Documents to the indebtedness owed to such Other Creditor by the Obligated Parties. For the avoidance of doubt, the consent by the Required Lenders to Liens on any Collateral shall not, without more, constitute a Facility Subordination Agreement, even if such Liens have priority over any Lien of the Administrative Agent under applicable Law.
Sample 1Sample 2Sample 3
Facility Subordination Agreement means any written agreement between the Administrative Agent, on behalf of the Secured Parties, and any third party creditor (an “ Other Creditor ”) of any Obligated Party, subordinating (a) the Liens on all or substantially all of the Collateral granted to the Administrative Agent by the Collateral Documents to Liens on such Collateral held by such Other Creditor or (b) all or substantially all of the Obligations owed to Secured Parties under the Loan Documents to the indebtedness owed to such Other Creditor by the Obligated Parties. For the avoidance of doubt, the consent by the Required Lenders to Liens on any Collateral shall not, without more, constitute a Facility Subordination Agreement, even if such Liens have priority over any Lien of the Administrative Agent under applicable Law.
Sample 1

Examples of Facility Subordination Agreement in a sentence

  • Such interest shall be payable in cash on demand to the extent permitted under the Senior Facility Subordination Agreement and, if not so permitted, shall be paid in shares of Common Stock valued based on the Volume Weighted Average Price of the Common Stock for the five (5) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Conversion Delivery Deadline.

  • If such payment in cash is not permitted under the Senior Facility Subordination Agreement, the Borrower shall continue to use commercially reasonable efforts to seek Subsequent Stockholder Approval pursuant to Section 5.1(x) after the Subsequent Stockholder Approval Termination Date by calling additional meeting(s) of stockholders as necessary.

  • All Obligations constitute senior Indebtedness subject to the subordination provisions contained in the Senior Facility Subordination Agreement.

  • The Holders’ rights under the Notes and this Agreement are subordinate as to right of payment only to the Senior Debt pursuant to the Subordination Agreement and the Term B Facility Subordination Agreement.

Related to Facility Subordination Agreement

  • Management Fee Subordination Agreement means that certain Amended and Restated Management Fee Subordination Agreement, dated as of the Closing Date, by and between the Sponsor and Agent and acknowledged by the Borrower.

  • Affiliate Subordination Agreement means an Affiliate Subordination Agreement in the form of Exhibit F pursuant to which intercompany obligations and advances owed by any Loan Party are subordinated to the Obligations.

  • Intercompany Subordination Agreement means a subordination agreement executed and delivered by Borrowers and Agent, the form and substance of which is satisfactory to Agent.

  • Subordination Agreement means an agreement among the Agent, the applicable Borrower or Subsidiary of the Borrower and the holder of any Subordinated Debt, pursuant to which such Indebtedness is made subordinate in right of payment to Payment in Full of all Obligations on terms reasonably satisfactory to the Agent.

  • Subordination Agreements means all subordination agreements executed by a holder of Subordinated Debt in favor of the Administrative Agent and the Lenders from time to time after the Closing Date in form and substance and on terms and conditions satisfactory to Administrative Agent.

  • Senior Subordinated Note Indenture the Indenture entered into by the Borrower and certain of its Subsidiaries in connection with the issuance of the Senior Subordinated Notes, together with all instruments and other agreements entered into by the Borrower or such Subsidiaries in connection therewith, as the same may be amended, supplemented or otherwise modified from time to time in accordance with Section 7.9.

  • Subordinated Loan Agreement means a binding agreement with a Subordinated Debt Provider providing unsecured debt financing for the benefit of the Energy Complex and on terms and conditions that shall satisfy the requirements of the Financing Documents.

  • Senior Subordinated Note Documents means the Senior Subordinated Notes, the Senior Subordinated Note Agreement, the Senior Subordinated Note Guarantees and all other documents executed and delivered with respect to the Senior Subordinated Notes or the Senior Subordinated Note Agreement.

  • Credit Facility Agreement means the Credit Facility and Reimbursement Agreement dated as of January 1, 2007, between the Bond Bank and the Bank providing for the timely payment, when due, of a portion of the principal of and interest on the Notes, all subject to such conditions and under such terms as described in Article X of the Indenture.

  • Existing Subordinated Notes means any instrument or loan issued or incurred before 1 January 2013, whether publicly or privately placed, ranking or expressed to be ranking pari passu with all other subordinated obligations (except for those subordinated obligations expressed by their terms to rank junior), provided that should any such Existing Subordinated Notes be amended in any way (contractually or by statute) which would result in allowing the Issuer to issue subordinated notes ranking senior thereto, then such Subordinated Notes would be deemed to no longer constitute an Existing Subordinated Note. As a result, in the event of liquidation or bankruptcy of the Issuer or in the event of a Moratorium (as defined in Condition 3 of the Conditions of the Notes) with respect to the Issuer, the claims of the holders of the Subordinated Notes ("Subordinated Noteholders") against the Issuer will be:

  • Whole Loan Agreement Any Reconstitution Agreement in respect of a Whole Loan Transfer.

  • Guaranty Agreement means an agreement executed by the Guarantors in substantially the form of Exhibit F-2 unconditionally guarantying on a joint and several basis, payment of the Indebtedness, as the same may be amended, modified or supplemented from time to time.

  • Subordinated Note Indenture means the Indenture dated as of the Closing Date, among the Borrower, the guarantors party thereto and The Bank of New York, as trustee, pursuant to which the Subordinated Notes are issued, as the same may be amended, supplemented or otherwise modified from time to time to the extent permitted by Section 10.7(b).

  • Senior Loan Agreement means that certain Term Loan Agreement, dated as of June 26, 2015, by and among Borrower and Senior Lenders, as amended, restated, supplemented or otherwise modified from time to time.

  • Guarantor Subordinated Obligation means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) which is expressly subordinate in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written agreement.

  • Secured Cash Management Agreement means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank.

  • Second Lien Security Agreement means the Second Lien Security Agreement, dated as of the date hereof, among the Initial Borrower, the Parent Borrower, certain Subsidiaries of the Parent Borrower from time to time party thereto and the Second Lien Notes Collateral Agent, as amended, restated, waived, restructured, renewed, extended, supplemented or otherwise modified from time to time or as replaced in connection with any Refinancing, extension, refunding or replacement of the Second Lien Notes Indenture.

  • Guarantor Subordinated Obligations means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is expressly subordinated in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written agreement.

  • Eligible Subordinated Debt means, at any time in respect of any issuer, each series of the issuer’s then-outstanding long-term indebtedness for money borrowed that (a) upon a bankruptcy, liquidation, dissolution or winding up of the issuer, ranks subordinate to the issuer’s then outstanding series of indebtedness for money borrowed that ranks most senior, (b) is then assigned a rating by at least one NRSRO (provided that this clause (b) shall apply on a Redesignation Date only if on such date the issuer has outstanding subordinated long-term indebtedness for money borrowed that satisfies the requirements in clauses (a), (c) and (d) that is then assigned a rating by at least one NRSRO), (c) has an outstanding principal amount of not less than $100,000,000, and (d) was issued through or with the assistance of a commercial or investment banking firm or firms acting as underwriters, initial purchasers or placement or distribution agents. For purposes of this definition as applied to securities with a CUSIP number, each issuance of long-term indebtedness for money borrowed that has (or, if such indebtedness is held by a trust or other intermediate entity established directly or indirectly by the issuer, the securities of such intermediate entity that have) a separate CUSIP number shall be deemed to be a series of the issuer’s long-term indebtedness for money borrowed that is separate from each other series of such indebtedness.

  • Existing Senior Subordinated Notes means the Company’s existing 8% Senior Subordinated Notes due 2015.

  • Bridge Loan Agreement means that certain Senior Unsecured Interim Loan Agreement, dated as of December 20, 2007, among Tribune, the Bridge Lenders, the Former Bridge Loan Agent, JPMorgan Chase Bank, N.A., as syndication agent, and Citicorp North America, Inc. and Bank of America, N.A., as co-documentation agents, as amended, restated, supplemented or otherwise modified from time to time.

  • Facility Agreement means the Facility Agreement referred to in Recital (A).

  • Senior Note Indenture the Indenture entered into by Holdings, the Borrower and certain of its Subsidiaries in connection with the issuance of the Senior Notes, together with all instruments and other agreements entered into by Holdings, the Borrower or such Subsidiaries in connection therewith.

  • Construction Loan Agreement means the Construction Loan Agreement between Lender and Borrower for construction on the Land.

  • Senior Subordinated Indenture means the Indenture, dated as of August 30, 2007, among the Company, the subsidiary guarantors party thereto from time to time and Xxxxx Fargo Bank, National Association, as trustee, governing the 13.5% Senior Subordinated Notes due 2015 of the Company, as the same may be amended, supplemented, waived or otherwise modified from time to time.

  • Term Loan Agreement has the meaning assigned to such term in the recitals of this Agreement.