No Enforcement or Commencement of Any Proceedings. Each Subordinated Creditor agrees that, until the Termination Date, (a) it will not accelerate the maturity of the Intercompany Subordinated Debt, exercise any remedies (including the assertion of any claims, motions, objections or arguments) or commence, or join with any creditor other than the Lenders in commencing, any proceeding referred to in Section 2.02(a) or (b) upon the occurrence and during the continuation of any Default set forth in Section 11.01(h)β(j) of the Credit Agreement or any Event of Default, take, or permit to be taken, any action to assert, collect or enforce the Intercompany Subordinated Debt or any part thereof. The Subordinated Creditors also agree not to, directly or indirectly, whether in connection with an event or proceeding referred to in Section 2.02(a) or otherwise, take any action that would be in violation of, or inconsistent with, or result in a breach of, this Agreement or to challenge or contest (i) the validity, perfection, priority or enforceability of any Senior Indebtedness or the Liens held by the Lenders to secure the payment, performance or observance of all or any part of the Senior Indebtedness, (ii) the rights of the Lenders set forth in any of the Loan Documents with respect to any such Lien, or (iii) the validity or enforceability of any of the Loan Documents.
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Samples: Credit Agreement (Kadmon Holdings, LLC), Credit Agreement (Kadmon Holdings, LLC), Credit Agreement (Kadmon Holdings, LLC)
No Enforcement or Commencement of Any Proceedings. Each Subordinated Creditor agrees that, until the Termination DateLoan Repayment Date has occurred, (a) it will not accelerate the maturity of the Intercompany Subordinated DebtDebt or take any action to cause any Intercompany Subordinated Debt to become payable prior to its stated maturity, exercise any remedies (including the assertion of any claims, motions, objections or arguments) or commence, or join with any creditor other than the Lenders Secured Parties in commencing, any proceeding referred to in Section 2.02(a) or clause (b) upon the occurrence and during the continuation of any Default set forth in Section 11.01(h)β(ja) of the Credit Agreement or any Event of Default, take, or permit to be taken, any action to assert, collect or enforce the Intercompany Subordinated Debt or any part thereofSection 2.2. The Subordinated Creditors also agree not to, directly or indirectly, whether in connection with an event or proceeding referred to in clause (a) of Section 2.02(a) 2.2 or otherwise, take any action that would be in violation of, or inconsistent with, or result in a breach of, this Subordination Agreement or to challenge or contest (i) the validity, perfection, priority or enforceability of any Senior Indebtedness or the Liens held by the Lenders Administrative Agent, for the benefit of the Lenders, to secure the payment, performance or observance of all or any part of the Senior Indebtedness, (ii) the rights of the Lenders set forth in any of the Loan Documents with respect to any such Lien, or (iii) the validity or enforceability of any of the Loan Documents.
Appears in 1 contract
Samples: Intercompany Subordination Agreement (Kansas City Southern De Mexico, S.A. De C.V.)