Defense to Enforcement. If the Subordinating Creditor, in contravention of the terms of this Agreement, shall commence, prosecute or participate in any suit, action or proceeding against the Borrower or any other Person, then the Borrower or such Person may interpose as a defense or plea the making of this Agreement, and the Agent may intervene and interpose such defense or plea in its name or in the name of the Borrower or such other Person. If the Subordinating Creditor, in contravention of the terms of this Agreement, shall attempt to collect any of the Subordinated Debt or enforce any of the Subordinated Documents, then the Agent, the Borrower or any other Person may, by virtue of this Agreement, restrain the enforcement thereof in the name of the Agent or in the name of the Borrower or such other Person. If the Subordinating Creditor, in contravention of the terms of this Agreement, obtains any cash or other assets of the Borrower or any other Person as a result of any administrative, legal or equitable actions, or otherwise, the Subordinating Creditor agrees forthwith to pay, deliver and assign to the Agent, with appropriate endorsements, any such cash for application to the Senior Debt and any such other assets shall be held as collateral for the Senior Debt.
Defense to Enforcement. If [the Payee], in contravention of the terms of this [ ], shall commence, prosecute or participate in any suit, action or proceeding against the Maker, then the Maker may interpose as a defense or plea the agreements in this [ ], and any holder of Senior Debt may intervene and interpose such defense or plea in its name or in the name of the Maker. If [the Payee], in contravention of the terms of this [ ], shall attempt to collect any of the Subordinated Debt or enforce any of the Subordinated Documents, then any holder of Senior Debt or the Maker may, by virtue of this Agreement, restrain the enforcement thereof in the name of any holder of Senior Debt or in the name of the Maker. If [the Payee], in contravention of the terms of this Agreement, obtains any cash or other assets of the Maker as a result of any administrative, legal or equitable actions, or otherwise, [the Payee] agrees forthwith to pay, deliver and assign to the holders of Senior Debt, with appropriate endorsements, any such cash (or cash equivalent) for application to the Senior Debt and any such other assets as collateral for the Senior Debt.
Defense to Enforcement. If the Subordinating Creditors, in contravention of the terms of this Agreement; shall commence, prosecute or participate in any suit, action or proceeding against the Borrower, then the Bank may intervene and interpose as a defense or plea in its name or in the name of the Borrower the making of this Agreement, and provided that prior to the commencement or initiation of prosecution or participation in any such suit, action or proceeding, the Bank shall have received written notice thereof from the Subordinating Creditors, the Borrower may not interpose such defense or plea. Each of the Subordinating Creditors hereby agrees (i) that in any suit, action or proceeding described in the preceding sentence, the Bank shall have an interest relating to such suit, action or proceeding and such suit, action or proceeding would impair or impede the Bank's ability to protect such interest and (ii) in any such suit, action or proceeding, the Borrower would not be in a position to adequately represent the interest of the Bank. If either of the Subordinating Creditors, in contravention of the terms of this Agreement, shall attempt to collect any of the Subordinated Debt or enforce any of the Subordinated Documents, then the Bank may, by virtue of this Agreement, restrain the enforcement thereof in the name of the Bank or in the name of the Borrower. If either of the Subordinating Creditors, in contravention of the terms of this Agreement, obtains any cash or other assets of the Borrower as a result of any administrative, legal or equitable actions, or otherwise, each of the Subordinating Creditors agrees forthwith to pay, deliver and assign to the Bank, for the account of the Banks and the Bank, with appropriate endorsements, any such cash for application to the Senior Debt and any such other assets as collateral for the Senior Debt.
Defense to Enforcement. If any Subordinated Creditor, in contravention of the terms of this Agreement, shall commence, prosecute or participate in any suit, action or proceeding against the Company, then the Company may interpose as a defense or plea the making of this Agreement, and the Senior Creditors may intervene and interpose such defense or plea in its name or in the name of the Company. If any Subordinated Creditor, in contravention of the terms of this Agreement, shall attempt to collect any of its Subordinated Debt or enforce any of its Subordinated Documents, then the Senior Creditors or the Company may, by virtue of this Agreement, restrain the enforcement thereof in the name of the Senior Creditors or in the name of the Company. If any Subordinated Creditor, in contravention of the terms of this Agreement, obtains any cash or other assets of the Company as a result of any administrative, legal or equitable actions, or otherwise, such Subordinated Creditor agrees forthwith to pay, deliver and assign to the Senior Creditors with appropriate endorsements, any such cash for application to the Senior Debt and any such other assets as collateral for the Senior Debt.
Defense to Enforcement. If the Holder of any Note, in contravention of the terms of this Article 12, shall commence, prosecute or participate in any suit, action or proceeding against the Company, then the Company may interpose as a defense or plea the making of the agreement contained in this Article 12, and any holder of Senior Indebtedness may intervene and interpose such defense or plea in its name or in the name of the Company. If the Holder of any Note, in contravention of the terms of this Agreement, shall attempt to collect any of the Subordinated Indebtedness or enforce any of its rights under the Notes or Article 12 of this Agreement, then any holder of Senior Indebtedness or the Company may, by virtue of this Article 12, restrain the enforcement thereof in the name of such holders of Senior Indebtedness or in the name of the Company. If the Holder of any Note, in contravention of the terms of this Article 12, obtains any cash or other assets of the Company as a result of any administrative, legal or equitable actions, or otherwise, such holder agrees forthwith to pay, deliver and assign to the holders of Senior Indebtedness, with appropriate endorsements, any such cash for application to Senior Indebtedness and any such other assets as collateral for Senior Indebtedness.
Defense to Enforcement. The existence of any claim or cause of action by Employee against the Company shall not constitute a defense to the enforcement of Employee's obligations herein.
Defense to Enforcement. If the Subordinated Lender, in contravention of the terms of this Agreement, shall commence, prosecute or participate in any suit, action or proceeding against any Loan Party, then such Loan Party may interpose as a defense or plea the making of this Agreement, and any Senior Secured Party may intervene and interpose such defense or plea in its name or in the name of the applicable Loan Party or Loan Parties. If the Subordinated Lender, in contravention of the terms of this Agreement, shall attempt to collect any of the Subordinated Debt or enforce any of the Subordinated Documents, then any Senior Secured Party or any Loan Party may, by virtue of this Agreement, restrain the enforcement thereof in the name of the Senior Secured Parties or in the name of the Loan Parties. If the Subordinated Lender, in contravention of the terms of this Agreement, obtains any cash or other assets (including, any Collateral) of any Loan Party as a result of any administrative, legal or equitable actions, or otherwise, the Subordinated Lender agrees that it shall forthwith pay, deliver and assign to the Senior Agent, with appropriate endorsements, any such cash for application to the Senior Debt and any such other assets as Collateral for the Senior Debt.
Defense to Enforcement. If any Subordinated Company, in contravention of the terms of this Agreement, shall commence, prosecute or participate in any suit, action or proceeding against any Debtor Company, then such Debtor Company may interpose as a defense or plea the making of this Agreement, and the Agent or any Bank may intervene and interpose such defense or plea in its name or in the name of such Debtor Company. If any Subordinated Company, in contravention of the terms of this Agreement, shall attempt to collect any of the Subordinated Debt or enforce any of the Subordinated Documents, then the Agent, any Bank or such Debtor Company may, by virtue of this Agreement, restrain the enforcement thereof in the name of the Agent or such Bank or in the name of such Debtor Company. If the Subordinated Company, in contravention of the terms of this Agreement, obtains any cash or other assets of any Debtor Company as a result of any administrative, legal or equitable actions, or otherwise, the Subordinated Company agrees forthwith to pay, deliver and assign to the Agent, for the account of the Banks and the Agent, with appropriate endorsements, any such cash for application to the Senior Debt and any such other assets as collateral for the Senior Debt. 104
Defense to Enforcement. If any of the Purchasers, in contravention of the terms of this Agreement, shall commence, prosecute or participate in any suit, action or proceeding against the Company or any of its Subsidiaries, then the Company or such Subsidiary may interpose as a defense or plea the making of this Agreement, and any Lender may intervene and interpose such defense or plea in its own name or in the name of the Company or such Subsidiary. If any of the Purchasers, in contravention of the terms of this Agreement, shall attempt to collect any of the Subordinated Debt or enforce any of the Subordinated Documents, then any Lender, the Company, or any of its Subsidiaries may, by virtue of this Agreement, restrain the enforcement thereof in the name of such Lender or in the name of the Company or such Subsidiary. If any of the Purchasers, in contravention of the terms of this Agreement, obtains any cash or cash equivalents or other assets of the Company or any of its Subsidiaries as a result of any administrative, legal or equitable actions, or otherwise, such Purchaser agrees to hold in trust and forthwith to pay, deliver and assign to CIT, for the benefit of the Lenders, in accordance with the terms of a separate written intercreditor agreement among the Lenders, with appropriate endorsements, any such cash or cash equivalents for application to the Senior Debt and any such other assets as collateral for the Senior Debt, in accordance with the terms of a separate written intercreditor agreement among the Lenders.
Defense to Enforcement. If the Subordinated Creditors, in contravention of the terms of this Agreement, shall commence, prosecute or participate in any suit, action or proceeding against any Loan Party, then the Senior Bank may intervene and interpose such defense or plea in its name or in the name of such Loan Party. If either Subordinated Creditor, in contravention of the terms of this Agreement, shall attempt to collect any of the Subordinated Debt or enforce any of the Subordinated Documents, then the Senior Bank may, by virtue of this Agreement, restrain the enforcement thereof in the name of the Senior Bank or in the name of the Loan Parties. If either Subordinated Creditor, in contravention of the terms of this Agreement, obtains any cash or other assets of any Loan Party as a result of any administrative, legal or equitable actions, or otherwise, the Subordinated Creditors jointly and severally agree forthwith to pay, deliver and assign to the Senior Bank, with appropriate endorsements, any such cash for application to the Senior Debt and any such other assets as collateral for the Senior Debt. Any such payments or distributions so paid over to the Senior Bank by the Subordinated Creditors in accordance with this Section 5 shall not constitute payments with respect to the Subordinated Debt and as such will not reduce the outstanding amount of the Subordinated Debt.
