Common use of General Postponement and Subordination Clause in Contracts

General Postponement and Subordination. Except that Subordinated Creditor may receive and retain Permitted Payments solely to the extent expressly permitted under Section 7.1 below, until the Discharge of Senior Indebtedness: a. each Subordinated Debt Party’s right to payment of the Subordinated Indebtedness is hereby irrevocably made subject to and subordinate and junior in right of payment to all of the Senior Lenders’ right to payment of the Senior Indebtedness; b. the Subordinated Indebtedness shall be and is hereby irrevocably expressly postponed and made subordinate in right of payment to the prior payment in full in cash of the Senior Indebtedness and the Discharge of Senior Indebtedness; c. no Credit Party shall make or give, and no Subordinated Debt Party shall accept, any payment, transfer or other thing of value, on account of the Subordinated Indebtedness; d. no Subordinated Debt Party shall accept any repayment, prepayment or other satisfaction of all or any portion of the Subordinated Indebtedness (whether in cash, debt securities, Equity Interests, obligations, or other property); and e. any payment or distribution of any kind or character, whether in cash, debt securities, Equity Interests, obligations, or other property and whether or not such payment or distribution is Collateral, proceeds of Collateral, or on account of Collateral, which may be payable or deliverable in respect of the Subordinated Indebtedness, or any Lien on Collateral, shall be paid or delivered directly to the Administrative Agent for application in payment of the Senior Indebtedness, and any such payments or distributions received by or distributed to any Subordinated Debt Party shall be turned over to the Administrative Agent for application in payment of the Senior Indebtedness.

General Postponement and Subordination. Except that any Subordinated Creditor may receive and retain Permitted Payments solely to the extent expressly permitted under Section 7.1 below, until the Discharge of Senior Indebtedness: a. each Subordinated Debt Party’s right to payment of the Subordinated Indebtedness is hereby irrevocably made subject to and subordinate and junior in right of payment to all of the Senior Lenders’ right to payment of the Senior Indebtedness; b. the Subordinated Indebtedness shall be and is hereby irrevocably expressly postponed and made subordinate in right of payment to the prior payment in full in cash of the Senior Indebtedness and the Discharge of Senior Indebtedness; c. no Credit Party shall make or give, and no Subordinated Debt Party shall accept, any payment, transfer or other thing of value, on account of the Subordinated Indebtedness; d. no Subordinated Debt Party shall accept any repayment, prepayment or other satisfaction of all or any portion of the Subordinated Indebtedness (whether in cash, debt securities, Equity Interests, obligations, or other property); and e. any payment or distribution of any kind or character, whether in cash, debt securities, Equity Interests, obligations, or other property and whether or not such payment or distribution is Collateral, proceeds of Collateral, or on account of Collateral, which may be payable or deliverable in respect of the Subordinated Indebtedness, or any Lien on Collateral, shall be paid or delivered directly to the Administrative Agent (for application in payment of to the Senior Indebtedness) and the other Beneficiaries (for application to the applicable Other Senior Indebtedness), on a Pro Rata Basis, and any such payments or distributions received by or distributed to any Subordinated Debt Party shall be turned over to the Administrative Agent (for application in payment of to the Senior Indebtedness) and the other Beneficiaries (for application to the applicable Other Senior Indebtedness), on a Pro Rata Basis.

General Postponement and Subordination. Except that any Subordinated Creditor may receive and retain Permitted Payments solely to the extent expressly permitted under Section 7.1 below, until the Discharge of Senior Indebtedness: a. each Subordinated Debt Party’s right to payment of the Subordinated Indebtedness is hereby irrevocably made subject to and subordinate and junior in right of payment to all of the Senior Lenders’ right to payment of the Senior Indebtedness; b. the Subordinated Indebtedness shall be and is hereby irrevocably expressly postponed and made subordinate in right of payment to the prior payment in full in cash of the Senior Indebtedness and the Discharge of Senior Indebtedness; c. no Credit Party Obligor shall make or give, and no Subordinated Debt Party shall accept, any payment, transfer or other thing of value, on account of the Subordinated Indebtedness; d. no Subordinated Debt Party shall accept any repayment, prepayment or other satisfaction of all or any portion of the Subordinated Indebtedness (whether in cash, debt securities, Equity Interests, obligations, or other property); and e. any payment or distribution of any kind or character, whether in cash, debt securities, Equity Interests, obligations, or other property and whether or not such payment or distribution is Collateral, proceeds of Collateral, or on account of Collateral, which may be payable or deliverable in respect of the Subordinated Indebtedness, or any Lien on Collateral, shall be paid or delivered directly to the Administrative Agent Senior Lenders (for application in payment of to the Senior Indebtedness) and the other Beneficiaries (for application to the applicable Other Senior Indebtedness), on a Pro Rata Basis, and any such payments or distributions received by or distributed to any Subordinated Debt Party shall be turned over to the Administrative Agent Senior Lenders (for application in payment of to the Senior Indebtedness) and the other Beneficiaries (for application to the applicable Other Senior Indebtedness), on a Pro Rata Basis.

General Postponement and Subordination. Except that Subordinated Creditor may receive and retain Permitted Payments solely to the extent for payments expressly permitted under Section 7.1 below, until the Discharge of Senior Indebtednessby Article 3: a. each Subordinated Debt Party’s right to payment of the Subordinated Indebtedness is hereby irrevocably made subject to and subordinate and junior in right of payment to all of the Senior Lenders’ right to payment of the Senior Indebtedness; b. (a) the Subordinated Indebtedness shall be and is are hereby irrevocably expressly fully postponed and made subordinate in right of payment to the prior payment in full in cash of the Senior Indebtedness and the Discharge of Senior Indebtedness; c. no Credit Party Subordinated Creditor shall make or give, and no Subordinated Debt Party shall accept, any payment, transfer or other thing of value, on account of the Subordinated Indebtedness; d. no Subordinated Debt Party shall not accept any repayment, prepayment or other satisfaction of or with respect to all or any portion of the Subordinated Indebtedness (whether in cash, debt securities, Equity Interests, obligations, or other property); and e. any payment or distribution of any kind or charactereach case, whether in cash, debt property or securities) prior to the payment in full of the Senior Indebtedness; and (b) any security interests which secure the Subordinated Indebtedness shall be subordinate and rank subsequent to the security interests created by the Security Documents. The postponement and subordination of the Subordinated Indebtedness set out in this Agreement shall apply in all events and circumstances. Without limiting the generality of the foregoing, Equity Intereststhe rights and priority of the Senior Creditors and the subordination of the Subordinated Indebtedness pursuant hereto shall not be affected by (i) the time, obligationssequence or order of creating, granting, executing, delivering of, or registering or failing to register any security notice, caveat, financing statement or other property and whether notice in respect of the Security Documents or not such payment the Subordinated Indebtedness; (ii) subject to Article 3, the date of any payments made to the Subordinated Creditor under or distribution is Collateral, proceeds of Collateral, or on account of Collateral, which may be payable or deliverable in respect of the Subordinated Indebtedness, ; (iii) the time or order of giving any Lien on Collateral, shall be paid notice or delivered directly to the Administrative Agent for application in payment making of any demand under the Senior Indebtedness, and the Security Documents or the Subordinated Indebtedness or the attachment, perfection or crystallization of the security constituted by the Security Documents; (iv) the taking of any such payments collection, enforcement or distributions received by realization proceedings pursuant to the Security Documents or distributed the Subordinated Indebtedness; (v) the date of obtaining of any judgment or the order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of either the Senior Creditors or the Subordinated Creditor to any Subordinated Debt Party shall be turned over money or property of the Borrower; (vi) the giving or failure to give any notice, or the order of giving any notice, to the Administrative Agent for application in payment Borrower; (vii) the failure to exercise any power or remedy reserved to the Senior Creditors under the Security Documents or to insist upon a strict compliance with any of the Senior Indebtednessterms thereof; and (viii) any priority that would (but for this Agreement) be granted to the Subordinated Creditor or the Subordinated Indebtedness by any applicable principle of law or equity.

General Postponement and Subordination. Except that Subordinated Creditor may receive and retain Permitted Payments solely to the extent for payments expressly permitted under by Section 7.1 below, until the Discharge 7 of Senior Indebtedness:this Agreement, a. each Subordinated Debt Party’s right to payment of (a) the Subordinated Indebtedness is hereby irrevocably made subject to and subordinate and junior in right of payment to all of the Senior Lenders’ right to payment of the Senior Indebtedness; b. the Subordinated Indebtedness Obligations shall be and is are hereby irrevocably expressly postponed and made fully subordinate in right of payment to the prior payment in full in cash of the Senior Indebtedness Obligations, and the Discharge of Senior Indebtedness; c. no Credit Party Subordinated Creditor shall make or give, and no Subordinated Debt Party shall accept, not accept any payment, transfer or other thing of valueprepayment, on account of the Subordinated Indebtedness; d. no Subordinated Debt Party shall accept any repayment, prepayment repayment or other satisfaction of or with respect to all or any portion of the Subordinated Indebtedness Obligations (whether in cash, debt securities, Equity Interests, obligations, or other property); and e. any payment or distribution of any kind or charactereach case, whether in cash, debt securitiesproperty, Equity Interests, obligations, securities or other property otherwise) prior to the full and whether or not such final payment or distribution is Collateral, proceeds of Collateral, or on account of Collateral, which may be payable or deliverable the Senior Obligations; and (b) any and all claims arising in respect of the Subordinated Indebtedness, or any Lien on Collateral, Obligations shall be paid or delivered directly subordinate and rank subsequent to the Administrative Agent for application security interests created by the Senior Security Documents. The foregoing postponement and subordination of the Subordinated Obligations shall apply in payment all events and circumstances. Without limiting the generality of the foregoing, the rights and priority of the Senior IndebtednessCreditor and the postponement and subordination of the Subordinated Obligations pursuant hereto shall not be affected by: (i) the time, and sequence or order of creating, granting, executing, delivering or registering or failing to register any such payments security notice, caveat, financing statement or distributions received by or distributed to any Subordinated Debt Party shall be turned over to the Administrative Agent for application other notice in payment respect of the Senior IndebtednessSecurity Documents or the Subordinated Obligations; (ii) subject to Section 7, the date of any payments made to the Subordinated Creditor under or in respect of the Subordinated Obligations, (iii) the time or sequence of giving any notice or the making of any demand in respect of the Senior Obligations, the Senior Security Documents or the Subordinated Obligations or the attachment, perfection or crystallization of the security constituted by the Senior Security Documents; (iv) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security Documents or the Subordinated Obligations, (v) the date of obtaining any judgment or the order of any bankruptcy court or an court administering bankruptcy, insolvency, receivership or similar proceedings as to the entitlement of any of the Senior Creditor or the Subordinated Creditor to any money or property of StarPoint or the Partnership, (vi) the giving or failing to give any notice, or the sequence of giving any notice to StarPoint, the Partnership, the Subordinated Creditor, the Note Trustee or any other person; (vii) the failure to exercise any power or remedy reserved to the Senior Creditor under the Senior Security Documents or to insist upon a strict compliance with any of the terms thereof; and (viii) any priority that would (but for this Agreement) be granted to the Subordinated Creditor or the Subordinated Obligations by any applicable principle of law or equity.

General Postponement and Subordination. Except that Subordinated Creditor may receive and retain Permitted Payments solely to the extent for payments expressly permitted under by Section 7.1 below, until the Discharge 7 of Senior Indebtedness:this Agreement, a. each Subordinated Debt Party’s right to payment of (a) the Subordinated Indebtedness is hereby irrevocably made subject to and subordinate and junior in right of payment to all of the Senior Lenders’ right to payment of the Senior Indebtedness; b. the Subordinated Indebtedness Obligations shall be and is are hereby irrevocably expressly postponed and made fully subordinate in right of payment to the prior payment in full in cash of the Senior Indebtedness Obligations, and the Discharge of Senior Indebtedness; c. no Credit Party Subordinated Creditor shall make or give, and no Subordinated Debt Party shall accept, not accept any payment, transfer or other thing of valueprepayment, on account of the Subordinated Indebtedness; d. no Subordinated Debt Party shall accept any repayment, prepayment repayment or other satisfaction of or with respect to all or any portion of the Subordinated Indebtedness Obligations (whether in cash, debt securities, Equity Interests, obligations, or other property); and e. any payment or distribution of any kind or charactereach case, whether in cash, debt securitiesproperty, Equity Interests, obligations, securities or other property otherwise) prior to the full and whether or not such final payment or distribution is Collateral, proceeds of Collateral, or on account of Collateral, which may be payable or deliverable the Senior Obligations; and (b) any and all claims arising in respect of the Subordinated Indebtedness, or any Lien on Collateral, Obligations shall be paid or delivered directly subordinate and rank subsequent to the Administrative security interests created by the Senior Security Documents. The foregoing postponement and subordination of the Subordinated Obligations shall apply in all events and circumstances. Without limiting the generality of the foregoing, the rights and priority of the Agent for application and the postponement and subordination of the Subordinated Obligations pursuant hereto shall not be affected by: (i) the time, sequence or order of creating, granting, executing, delivering or registering or failing to register any security notice, caveat, financing statement or other notice in payment respect of the Senior IndebtednessSecurity Documents or the Subordinated Obligations; (ii) subject to Section 7, and the date of any such payments or distributions received by or distributed to any Subordinated Debt Party shall be turned over made to the Administrative Agent for application Subordinated Creditor under or in payment respect of the Subordinated Obligations, (iii) the time or sequence of giving any notice or the making of any demand in respect of the Senior IndebtednessObligations, the Senior Security Documents or the Subordinated Obligations or the attachment, perfection or crystallization of the security constituted by the Senior Security Documents; (iv) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security Documents or the Subordinated Obligations, (v) the date of obtaining any judgment or the order of any bankruptcy court or any court administering bankruptcy, insolvency, receivership or similar proceedings as to the entitlement of the Agent, any Senior Creditor or the Subordinated Creditor to any money or property of SEL, SC Trust, the Partnership or any other Material Subsidiary of the Subordinated Creditor which becomes a party hereto, (vi) the giving or failing to give any notice, or the sequence of giving any notice to SEL, SC Trust, the Partnership, the Subordinated Creditor, the Note Trustee or any other person; (vii) the failure to exercise any power or remedy reserved to the Agent under the Senior Security Documents or to insist upon a strict compliance with any of the terms thereof; and (viii) any priority that would (but for this Agreement) be granted to the Subordinated Creditor or the Subordinated Obligations by any applicable principle of law or equity.