Subordination of the Guarantees Sample Clauses

Subordination of the Guarantees. Section 10.1. Guarantees Subordinated to Guarantor Senior Debt.............................................. 104 Section 10.2. Suspension of Payment When Guarantor Senior Debt Is in Default................................ 105 Section 10.3. Guarantees Subordinated to Prior Payment of All Guarantor Senior Debt on Dissolution, Liquidation or Reorganization of the Guarantors............................................... 106 Section 10.4. Payments May Be Paid Prior to Dissolution.....................................................
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Subordination of the Guarantees. Guarantees Subordinated to Guarantor Senior Debt. Anything herein to the contrary notwithstanding, each of the Company and the Guarantors, for itself and its successors, and each Holder, by his or her acceptance of Guarantees, agrees that the payment by the Guarantors of all Obligations with respect to the Guarantees is subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on Guarantor Senior Debt (including all Obligations with respect to the Credit Agreement). Notwithstanding the foregoing, payments and distributions made relating to the Guarantees pursuant to the trust described under Article Thirteen hereof shall not be so subordinated in right of payment so long as the payments into the trust were made in accordance with the requirements described under Article Thirteen hereof and did not violate the subordination provisions when they were made. This Article Fifteen shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Guarantor Senior Debt, and such provisions are made for the benefit of the holders of Guarantor Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions. Each such holder shall be deemed to have acquired such Guarantor Senior Debt in reliance upon the covenants and provisions contained in this Article Fifteen.
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Subordination of the Guarantees. SECTION 12.01. AGREEMENT TO SUBORDINATE SECTION 12.02. LIQUIDATION, DISSOLUTION, BANKRUPTCY SECTION 12.03. DEFAULT ON DESIGNATED SENIOR INDEBTEDNESS OF A GUARANTOR SECTION 12.04. DEMAND FOR PAYMENT SECTION 12.05. WHEN DISTRIBUTION MUST BE PAID OVER SECTION 12.06. SUBROGATION SECTION 12.07. RELATIVE RIGHTS SECTION 12.08. SUBORDINATION MAY NOT BE IMPAIRED BY A GUARANTOR SECTION 12.09. RIGHTS OF TRUSTEE AND PAYING AGENT
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Subordination of the Guarantees. 71 SECTION 12.01. Agreement To Subordinate..................................................... 71 SECTION 12.02.
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Subordination of the Guarantees. 80 SECTION 12.01. Agreement To Subordinate...............................80 SECTION 12.02. Liquidation, Dissolution, Bankruptcy...................80 SECTION 12.03. Default on Senior Indebtedness of Guarantor............80 SECTION 12.04. Demand for Payment.....................................81 SECTION 12.05. When Distribution Must Be Paid Over....................81 SECTION 12.06. Subrogation............................................81 SECTION 12.07. Relative Rights........................................82 SECTION 12.08. Subordination May Not Be Impaired by Guarantor.........82 SECTION 12.09. Rights of Trustee and Paying Agent.....................82 SECTION 12.10. Distribution or Notice to Representative...............82 SECTION 12.11. Article 12 Not To Prevent Defaults Under the Guarantees or Limit Right To Demand Payment............82 SECTION 12.12. Trustee Entitled To Rely...............................83 SECTION 12.13. Trustee To Effectuate Subordination....................83 SECTION 12.14. Trustee Not Fiduciary for Holders of Senior Indebtedness of Guarantors.............................83 SECTION 12.15. Reliance by Holders of Senior Indebtedness on Subordination Provisions...............................83 SECTION 12.16. No Waiver of Subordination Provisions..................84 SECTION 12.17. Other Rights of Holders of Senior Indebtedness.........84 ARTICLE 13 MISCELLANEOUS...................................................85 SECTION 13.01.
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Subordination of the Guarantees. Section 12.01.
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Subordination of the Guarantees. (a) The New Guarantor agrees, and each Holder by accepting a Security agrees, that the obligations of the New Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Section 3, to the prior payment in full of all existing and future Subject Senior Indebtedness and that the subordination is for the benefit of and enforceable by the holders of such Subject Senior Indebtedness. The obligations hereunder with respect to the New Guarantor shall in all respects rank pari passu in right of payment with all existing and future Subject Pari Passu Indebtedness and shall rank senior in right of payment to all existing and future Subject Subordinated Indebtedness; and only Indebtedness of the New Guarantor that is Subject Senior Indebtedness shall rank senior to the obligations of the New Guarantor hereunder in accordance with the provisions set forth herein. For purposes of this Section 3, the Indebtedness evidenced by the Securities shall be deemed to include any Additional Interest payable pursuant to the provisions set forth in the Securities and the Registration Agreement. All provisions of this Section 3 shall be subject to Section 3(p). (b) Upon any payment or distribution of the assets of the New Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of the New Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the New Guarantor and its properties: (1) holders of Subject Senior Indebtedness shall be entitled to receive payment in full in cash of such Subject Senior Indebtedness (including interest accruing after, or which would accrue but for, the commencement of any such proceeding at the rate specified in the applicable Subject Senior Indebtedness, whether or not a claim for such interest would be allowed) before the Holders shall be entitled to receive any payment pursuant to any Guaranteed Obligations from the New Guarantor; and (2) until the Subject Senior Indebtedness is paid in full in cash, any payment or distribution to which the Holders would be entitled but for this Section 3 shall be made to holders of such Subject Senior Indebtedness as their interests may appear, except that the Holders may receive and retain Permitted Junior Securities. (c) The New Guarantor may not make any payment pursuant to any of the Guaranteed Obligations or otherwise purchase, redeem or otherwise retire any Securities (except that ...
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Subordination of the Guarantees. Each of the Guarantors agrees and each Holder by accepting a Note agrees, that all payments pursuant to the Notes and the Guarantees made by or on behalf of such Guarantors are subordinated to the extent and in the manner provided in this Article 11 to all existing and future obligations of the Guarantors under the Guarantor Priority Debt and that such subordination is for the benefit of and enforceable by the holders of the Guarantor Priority Debt. The Notes and each Guarantee shall in all respects rank senior in right of payment to any future Subordinated Debt of the Company and the Guarantors.
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Subordination of the Guarantees 
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Related to Subordination of the Guarantees

  • Reaffirmation of the Guaranty Each Guarantor hereby ratifies, confirms, acknowledges and agrees that its obligations under its Guaranty are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the Guaranteed Obligations (as defined in its Guaranty), as such Guaranteed Obligations may have been amended by this Agreement, and its execution and deliver of this Agreement does not indicate or establish an approval or consent requirement by such Guarantor under its Guaranty in connection with the execution and delivery of amendments to the Credit Agreement, the Notes or any of the other Loan Documents.

  • Subordination of Guarantees ANTI-LAYERING. No Guarantor shall incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of a Guarantor and senior in any respect in right of payment to any of the Guarantees. Notwithstanding the foregoing sentence, 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 Securities are subordinated to Senior Debt), which shall include all guarantees of Senior Debt.

  • SUBORDINATION OF NOTES Section 11.01.

  • Subsidiary Guarantees Subject to Section 1301, each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Subsidiary Guarantee. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

  • Pari Passu Guarantees The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by the Issuer Trust and with any other security, guarantee or other obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement.