Common use of Agreement Not to Pursue Actions Clause in Contracts

Agreement Not to Pursue Actions. (a) The Subordinate Creditor will not commence any action or proceeding against Borrower to recover all or any part of the Subordinated Debt or join with any other creditor in commencing any such action, unless (i) Senior Creditor shall have accelerated the maturity of the Superior Indebtedness; (ii) the Senior Creditor shall also join in bringing, or shall have separately commenced, any proceedings against Borrower to recover all or any part of the Superior Indebtedness or under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of the federal or any state government unless and until all Superior Indebtedness shall have been paid in full; or (iii) the expiration of at least one hundred and eighty days from the date Senior Creditor receives written notice of a default under the Subordinated Debt and that Subordinate Creditor intends to pursue its rights and remedies against Borrower. (b) In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, adjustment of debt, whether or not pursuant to the Federal Bankruptcy Code, the sale of all or substantially all of the assets, dissolution, liquidation, or any other marshaling of the assets and liabilities of Borrower, the Subordinate Creditor will hold in trust for the Senior Creditor and pay over to the Senior Creditor, in the form received (together with any necessary endorsement), to be applied on the Superior Indebtedness, any and all monies, dividends, distributions or other assets received in any such proceedings on account of the Subordinated Debt unless and until the Superior Indebtedness shall be paid in full. In the event that the Subordinate Creditor shall fail to file any proof of claim or take any other action in respect of the Subordinated Debt necessary to preserve the claim of the Subordinated Debt on or before the tenth (10th) day prior to the bar date applicable thereto, the Senior Creditor, may, take such action on behalf of the Subordinate Creditor, and the Subordinate Creditor hereby authorizes Senior Creditor to file such proof of claim or take such other action; and the Subordinate Creditor will execute and deliver to the Senior Creditor such other instruments as the Senior Creditor may request in order to accomplish the foregoing.

Agreement Not to Pursue Actions. (a) The Subordinate Creditor If the Agent or the Senior Lenders have given the Subordinated Agent notice under Section 2.02 that an Event of Default under the Senior Loan Documents has occurred, the Subordinated Agent and each Subordinated Lender covenants that it will not not, for a period of 180 days following its receipt of such notice, do any of the following unless the Agent shall also join in such action or commence a similar action: (i) commence any action or proceeding against Borrower the Borrower, the Parent Company or any Obligor to recover all or any part of the Subordinated Debt or join with any other creditor in commencing any such action, unless (i) Senior Creditor shall have accelerated the maturity of the Superior Indebtedness; (ii) the Senior Creditor shall also join in bringing, or shall have separately commenced, bringing any proceedings against Borrower to recover all or any part of the Superior Indebtedness or such Person under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of the federal Federal or any state government unless and until all Superior Indebtedness shall have been paid in full; or (iiiii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding to enforce any Lien, collateral right, judgment or other encumbrances on any Property of the expiration of at least one hundred and eighty days from Borrower, the date Senior Creditor receives written notice of a default under Parent Company or any Obligor held by the Subordinated Debt and that Subordinate Creditor intends Agent or any Subordinated Lender; provided the foregoing will not prohibit such presentment as may be necessary to pursue its rights and remedies against Borrowerprevent discharge of other liable parties an instrument. (b) In If the event Subordinated Agent and the Subordinated Lenders shall not file a proper claim or proof of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, adjustment of debt, whether or not pursuant to the Federal Bankruptcy Code, the sale of all or substantially all of the assets, dissolution, liquidation, or any other marshaling of the assets and liabilities of Borrower, the Subordinate Creditor will hold in trust for the Senior Creditor and pay over to the Senior Creditor, debt in the form received (together with any necessary endorsement), to be applied on the Superior Indebtedness, any and all monies, dividends, distributions or other assets received required in any insolvency, bankruptcy or liquidation proceeding prior to 30 days before the expiration of the time to file such proceedings claim or claims, then the Agent shall have the right to file an appropriate claim for and on account behalf of the Subordinated Debt unless and until the Superior Indebtedness Agent or such Subordinated Lender. Nothing herein contained shall be paid in full. In deemed to authorize or consent to or accept or adopt on behalf of the event that Subordinated Agent or any Subordinated Lender any plan of reorganization, arrangement, adjustment or composition affecting the Subordinate Creditor shall fail Subordinated Debt or the rights of the Subordinated Agent and the Subordinated Lenders, or to file authorize the Agent or any proof of claim or take any other action Senior Lender to vote in respect of the Subordinated Debt necessary to preserve the claim of the Subordinated Debt on Agent or before the tenth (10th) day prior to the bar date applicable thereto, the Senior Creditor, may, take any Subordinated Lender in any such action on behalf of the Subordinate Creditor, and the Subordinate Creditor hereby authorizes Senior Creditor to file such proof of claim or take such other action; and the Subordinate Creditor will execute and deliver to the Senior Creditor such other instruments as the Senior Creditor may request in order to accomplish the foregoingproceeding.

Agreement Not to Pursue Actions. (a) The Subordinate Subordinated Creditor will not commence any action or proceeding against the Borrower to recover all or any part of the Subordinated Debt or join with any other creditor in commencing any such actioncreditor, unless (i) Senior Creditor shall have accelerated the maturity of Agent and the Superior Indebtedness; (ii) the Senior Creditor Lenders shall also join join, in bringing, or shall have separately commenced, bringing any proceedings against the Borrower to recover all or any part of the Superior Indebtedness or under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of the federal or any state government unless and until all Superior Indebtedness shall have been paid in full; or (iii) the expiration of at least one hundred and eighty days from the date Senior Creditor receives written notice of a default under the Subordinated Debt and that Subordinate Creditor intends to pursue its rights and remedies against Borrower. (b) In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, adjustment of debt, whether or not pursuant to the Federal federal Bankruptcy Code, the sale of all or substantially all of the assets, dissolution, liquidation, or any other marshaling of the assets and liabilities of the Borrower, the Subordinate Subordinated Creditor will at the Agent's request file any claim, proof of claim, proof of interest or other instrument of similar character necessary to enforce the obligations of the Borrower in respect of the Subordinated Debt and will hold in trust for the Senior Creditor Agent and the Lenders and pay over to the Senior CreditorAgent for the benefit of the Lenders, in the form received (together with any necessary endorsement), to be applied on the Superior Indebtedness, any and all monies, dividends, distributions or other assets received in any such proceedings on account of the Subordinated Debt unless and until the Superior Indebtedness shall be paid in full. In the event that the Subordinate Subordinated Creditor shall fail to file any proof of claim or take any other such action in respect of requested by the Subordinated Debt necessary to preserve the claim of the Subordinated Debt on or before the tenth (10th) day prior to the bar date applicable theretoAgent, the Senior CreditorAgent, may, as attorney-in-fact for the Subordinated Creditor take such action on behalf of the Subordinate Subordinated Creditor, and the Subordinate Subordinated Creditor hereby authorizes Senior appoints the Agent as attorney-in-fact for the Subordinated Creditor to demand, xxx for, collect and receive any and all such monies, dividends, distributions or other assets and give acquittance therefor, and to file such any claim, proof of claim claim, proof of interest or other instrument of similar character and to take such other actionproceedings in the Agent's own name, for the benefit of the Lenders, or in the name of the Subordinated Creditor as the Agent may deem necessary or advisable for the enforcement of this Subordination Agreement; and the Subordinate Subordinated Creditor will execute and deliver to the Senior Creditor Agent such other and further powers of attorney or other instruments as the Senior Creditor Agent may request in order to accomplish the foregoing.

Agreement Not to Pursue Actions. (a) The Subordinate Subordinated Creditor will not commence any action or proceeding against the Borrower to recover all or any part of the Subordinated Debt or join with any other creditor in commencing any such actioncreditor, unless (i) Senior Creditor shall have accelerated the maturity of the Superior Indebtedness; (ii) the Senior Creditor Lender shall also join join, in bringing, or shall have separately commenced, bringing any proceedings against the Borrower to recover all or any part of the Superior Indebtedness or under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of the federal Federal or any state government unless and until all Superior Indebtedness shall have been paid in full; or (iii) the expiration of at least one hundred and eighty days from the date Senior Creditor receives written notice of a default under the Subordinated Debt and that Subordinate Creditor intends to pursue its rights and remedies against Borrower. (b) In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, adjustment of debt, whether or not pursuant to the Federal Bankruptcy Code, the sale of all or substantially all of the assets, dissolution, liquidation, or any other marshaling of the assets and liabilities of the Borrower, the Subordinate Subordinated Creditor will at the Lender's request file any claim, proof of claim, proof of interest or other instrument of similar character necessary to enforce the obligations of the Borrower in respect of the Subordinated Debt and will hold in trust for the Senior Creditor Lender and pay over to the Senior CreditorLender, in the form received (together with any necessary endorsement), to be applied on the Superior Indebtedness, any and all monies, dividends, distributions or other assets received in any such proceedings on account of the Subordinated Debt unless and until the Superior Indebtedness shall be paid in full. In the event that the Subordinate Subordinated Creditor shall fail to file any proof of claim or take any other such action in respect of requested by the Subordinated Debt necessary to preserve the claim of the Subordinated Debt on or before the tenth (10th) day prior to the bar date applicable theretoLender, the Senior CreditorLender, may, as attorney-in-fact for the Subordinated Creditor take such action on behalf of the Subordinate Subordinated Creditor, and the Subordinate Subordinated Creditor hereby authorizes Senior appoints the Lender as attorney-in-fact for the Subordinated Creditor to demand, sue for, collect and receive any and all such monies, dividends, distxxxutions or other assets and give acquittance therefor, and to file such any claim, proof of claim claim, proof of interest or other instrument of similar character and to take such other actionproceedings in the Lender's own name or in the name of the Subordinated Creditor as the Lender may deem necessary or advisable for the enforcement of this Subordination Agreement; and the Subordinate Subordinated Creditor will execute and deliver to the Senior Creditor Lender such other and further powers of attorney or other instruments as the Senior Creditor Lender may request in order to accomplish the foregoing.

Agreement Not to Pursue Actions. (a) The Subordinate Creditor If a default or event of default under any Bank Credit Facility has occurred and is continuing, then Payee will not commence any action or proceeding against Borrower Maker to recover all or any part of the Subordinated Debt or Debt. Payee will not join with any other creditor in commencing any such actioncreditor, unless (i) Senior Creditor shall have accelerated the maturity holders of the Superior Indebtedness; (ii) Senior Indebtedness or the Senior Creditor Representative of such holders shall also join join, in bringing, or shall have separately commenced, bringing any proceedings against Borrower to recover all or any part of the Superior Indebtedness or Maker under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of the federal Federal or any state government unless and until all Superior Senior Indebtedness shall have been paid in full; or (iii) the expiration of at least one hundred and eighty days from the date Senior Creditor receives written notice of a default under the Subordinated Debt and that Subordinate Creditor intends to pursue its rights and remedies against Borrower. (b) . In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, adjustment of debt, whether or not pursuant to the Federal Bankruptcy Code, the sale of all or substantially all of the assets, dissolution, liquidation, or any other marshaling of the assets and liabilities of BorrowerMaker, Payee will at the Subordinate Creditor request of the holder of any Senior Indebtedness or a Representative file any claim, proof of claim, proof of interest or other instrument of similar character necessary to enforce the obligations of Maker in respect of the Subordinated Debt and will hold in trust for the holders of the Senior Creditor Indebtedness and pay over to such holders or the Senior CreditorRepresentative of such holders, in the form received (together with any necessary endorsement), to be applied on the Superior Senior Indebtedness, any and all monies, dividends, distributions or other assets received in any such proceedings on account of the Subordinated Debt unless and until the Superior Senior Indebtedness shall be paid in full. In the event that the Subordinate Creditor Payee shall fail to file any proof of claim or take any other such action in respect requested by the holders of the Subordinated Debt necessary to preserve Senior Indebtedness or the claim Representative of the Subordinated Debt on or before the tenth (10th) day prior to the bar date applicable theretosuch holders, the Senior Creditor, such person may, as attorney in fact for Payee take such action on behalf of the Subordinate CreditorPayee, and the Subordinate Creditor Payee hereby authorizes Senior Creditor appoints each such person as his attorney in fact to demand, xxx for, collect and receive any and all such monies, dividends, distributions or other assets and give acquittance therefor, and to file such any claim, proof of claim claim, proof of interest or other instrument of similar character and to take such other actionproceedings in the name of the holders of any Senior Indebtedness or in the name of Payee as such holder or Representative may deem necessary or advisable for the enforcement of this Annex I; and the Subordinate Creditor Payee will execute and deliver to the Senior Creditor such other and further powers of attorney or other instruments as the Senior Creditor may be request in order to accomplish the foregoing.