Common use of Secured Lender Remedies Clause in Contracts

Secured Lender Remedies. Subject to Section 2.2(b) hereof, in no event shall Subordinated Lender exercise any Secured Lender Remedies until such time as the Senior Indebtedness shall have been paid in full in cash and the Senior Lending Agreements terminated; nor shall Subordinated Lender join in the filing of any petition in bankruptcy, solicit any other person to, or act to cause the commencement of, any case involving Company under any state or federal bankruptcy or insolvency laws or seek the appointment of a receiver for the affairs or property of Company until such time as the Senior Indebtedness shall have been paid in full in cash and the Senior Lending Agreements shall have been irrevocably terminated; provided however, Subordinated Lender may join in any foreclosure proceeding of the Collateral commenced by Bank to the extent the joinder in such legal proceeding is necessary to prevent the waiver or lapse of Subordinated Lender’s rights with respect to such Collateral, but subject at all times to Bank’s rights hereunder to determine the disposition of such Collateral in accordance with the terms hereof. In the event Subordinated Lender shall receive any payment or distribution of any kind representing proceeds of any Collateral before the Senior Indebtedness shall have been paid in full in cash and the Senior Lending Agreements terminated, such sums shall be held in trust by Subordinated Lender for the benefit and on account of Bank and such amounts shall be paid to Bank for application to the then unpaid obligations under the Senior Lending Agreements.

Secured Lender Remedies. Subject to Section 2.2(b) hereof, in In no event shall Subordinated Lender exercise any Secured Lender Remedies until such time as the Senior Indebtedness (other than contingent reimbursement and indemnification obligations in respect of which no claim for payment has been asserted) shall have been paid in full in cash and the commitments to advance funds under the Senior Lending Agreements shall have been terminated; nor shall Subordinated Lender join in the filing of any petition in bankruptcyin, solicit any other person to, or act to cause the commencement of, any case involving Company any Loan Party under any state or federal bankruptcy or insolvency laws or seek the appointment of a receiver for the affairs or property of Company any Loan Party until such time as the Senior Indebtedness (other than contingent reimbursement and indemnification obligations in respect of which no claim for payment has been asserted) shall have been paid in full in cash and the commitments to advance funds under the Senior Lending Agreements shall have been irrevocably terminated; provided however, Subordinated Lender may join in any foreclosure proceeding of the Collateral commenced by Bank to the extent the joinder in such legal proceeding is necessary to prevent the waiver or lapse of Subordinated Lender’s rights with respect to such Collateral, but subject at all times to Bank’s rights hereunder to determine the disposition of such Collateral in accordance with the terms hereof. In the event Subordinated Lender shall receive any payment or distribution of any kind representing proceeds of any Collateral as to which its Lien in the Collateral is or is required under this Agreement to be subordinated to the Lien of Agent before the Senior Indebtedness (other than contingent reimbursement and indemnification obligations in respect of which no claim for payment has been asserted) shall have been paid in full in cash and the commitments to advance funds under the Senior Lending Agreements shall have been terminated, such sums shall be held in trust by Subordinated Lender for the benefit and on account of Bank Agent and such amounts shall be paid to Bank for application Agent. Notwithstanding anything herein to the then unpaid obligations under contrary, nothing herein shall limit any rights of or actions by Ares II LP in its capacity as a shareholder of SGS, including rights of or actions by its designees serving on the Senior Lending AgreementsBoard of Directors of SGS or any of its Subsidiaries.

Secured Lender Remedies. Subject to Section 2.2(b(a) hereof, in In no event shall Subordinated Lender Trustee exercise any Secured Lender Remedies until such time as the Senior Indebtedness obligations under the Oil and Gas Agreements shall have been paid in full in cash and the Senior Lending Agreements terminated; nor Agent and Lenders shall Subordinated Lender join no longer be obligated to make additional Advances (as defined in the filing Oil and Gas Agreement). In the event Trustee shall receive pursuant to its exercise of any petition Secured Lender Remedies any payment or distribution of any kind representing proceeds of any Shared Collateral as to which its Lien in bankruptcythe Collateral is or is required to be subordinated to the Lien of Agent, solicit any other person tobefore the obligations under the Oil and Gas Facility Agreements shall have been paid in full in cash, or act and the Agent and Lenders shall no longer be obligated to cause the commencement ofmake additional Advances, any case involving Company under any state or federal bankruptcy or insolvency laws or seek the appointment of a receiver such sums shall be held in trust by Trustee for the affairs or property benefit and on account of Company Agent, and such amounts shall be paid to Agent for application to the then unpaid obligations under the Oil and Gas Facility Agreements, and (b) in no event shall Agent exercise any Secured Lender Remedies with respect to Lender Collateral until such time as the Senior Indebtedness Obligations shall have been paid in full in cash and the Senior Lending Agreements Agent and Lenders shall have been irrevocably terminated; provided however, Subordinated Lender may join in any foreclosure proceeding of no longer be obligated to make additional Advances under the Collateral commenced by Bank to the extent the joinder in such legal proceeding is necessary to prevent the waiver or lapse of Subordinated Lender’s rights with respect to such Collateral, but subject at all times to Bank’s rights hereunder to determine the disposition of such Collateral in accordance with the terms hereofLoan Agreement. In the event Subordinated Lender Agent shall receive any payment or distribution of any kind representing proceeds of any Shared Collateral as to which its Lien in the Collateral is or is required to be subordinated to the Lien of Lender, before the Senior Indebtedness Obligations shall have been paid in full in cash and the Senior Lending Agreements terminatedAgent and Lenders shall no longer be obligated to make Additional Advances, such sums shall be held in trust by Subordinated Lender Agent for the benefit and on or account of Bank Lender, and such amounts shall be paid to Bank Lender for application to the then unpaid obligations Obligations under the Senior Lending Agreements. Notwithstanding the foregoing provisions, in no event shall the Agent or the Trustee (or the holders of the Notes (as the case may be)) be restricted in any way in filing a proof of claim, voting or taking any other actions to protect its interests in any bankruptcy proceeding.

Secured Lender Remedies. Subject to Section 2.2(b) hereof, in In no event shall Subordinated Lender any MidMark Creditor exercise any Secured Lender Remedies in respect of the Laurus Senior Collateral until such time as the Senior Indebtedness Laurus Obligations shall have been paid in full in cash and the Accounts Receivable Purchase Agreements shall have been irrevocably terminated. In no event shall Laurus exercise any Secured Lender Remedies in respect of the MidMark Senior Lending Collateral until such time as the MidMark Obligations shall have been paid in full in cash and the MidMark Agreements shall have been irrevocably terminated; nor . No MidMark Creditor shall Subordinated Lender join in the filing of any petition in bankruptcyin, solicit any other person Person to, or act to cause the commencement of, any case involving any Company under any state or federal bankruptcy or insolvency laws or seek the appointment of a receiver for the affairs or property of any Company until such time as the Senior Indebtedness Laurus Obligations shall have been paid in full in cash and the Senior Lending Accounts Receivable Purchase Agreements shall have been irrevocably terminated; provided however, Subordinated Lender may join in any foreclosure proceeding of the Collateral commenced by Bank to the extent the joinder in such legal proceeding is necessary to prevent the waiver or lapse of Subordinated Lender’s rights with respect to such Collateral, but subject at all times to Bank’s rights hereunder to determine the disposition of such Collateral in accordance with the terms hereof. In the event Subordinated Lender any MidMark Creditor shall receive any payment or distribution of any kind representing proceeds of any Laurus Senior Collateral as to which its Lien in the Laurus Senior Collateral is or is required to be subordinated to the Lien of Laurus, before the Senior Indebtedness Laurus Obligations shall have been paid in full in cash and the Senior Lending Accounts Receivable Purchase Agreements irrevocably terminated, such sums shall be held in trust by Subordinated Lender such MidMark Creditor for the benefit and on account of Bank Laurus and such amounts shall be paid to Bank Laurus for application to the then unpaid obligations Laurus Obligations under the Accounts Receivable Purchase Agreements. In the event Laurus shall receive any payment or distribution of any kind representing proceeds of any MidMark Senior Lending Collateral as to which its Lien is or is required to be subordinated to the Lien of the MidMark Creditors, before the MidMark Obligations shall have been paid in full in cash and the MidMark Agreements irrevocably terminated, such sums shall be held in trust by Laurus for the benefit and on account of the MidMark Creditors and such amounts shall be paid to MidMark (as agent for the MidMark Creditors) for application to the then unpaid MidMark Obligations under the MidMark Agreements.

Secured Lender Remedies. Subject to Section 2.2(b) hereof, in no event shall Subordinated Lender exercise any Secured Lender Remedies until such time as the Senior Indebtedness shall have been paid in full in cash and the Senior Lending Agreements terminated; nor shall Subordinated Lender join in the filing of any petition in bankruptcy, solicit any other person to, or act to cause the commencement of, any case involving Company under any state or federal bankruptcy or insolvency laws or seek the appointment of a receiver for the affairs or property of Company until such time as the Senior Indebtedness shall have been paid in full in cash and the Senior Lending Agreements shall have been irrevocably terminated; provided however, Subordinated Lender may join in any foreclosure proceeding of the Collateral commenced by Bank to the extent the joinder in such legal proceeding is necessary to prevent the waiver or lapse of Subordinated Lender’s 's rights with respect to such Collateral, but subject at all times to Bank’s 's rights hereunder to determine the disposition of such Collateral in accordance with the terms hereof. In the event Subordinated Lender shall receive any payment or distribution of any kind representing proceeds of any Collateral as to which its Lien upon the Collateral is or is required to be subordinated to the Lien of Bank before the Senior Indebtedness shall have been paid in full in cash and the Senior Lending Agreements terminated, such sums shall be held in trust by Subordinated Lender for the benefit and on account of Bank and such amounts shall be paid to Bank for application to the then unpaid obligations Obligations under the Senior Lending Agreements.

Secured Lender Remedies. Subject to Section 2.2(b) hereof, in In no event shall the Subordinated Lender Lenders exercise any Secured Lender Remedies until such time as the Senior Indebtedness shall have been indefeasibly paid in full in cash and the Senior Lending Agreements irrevocably terminated; nor shall Subordinated Lender join in the filing of any petition in bankruptcyin, solicit any other person to, or act to cause the commencement of, any case involving Company under any state or federal bankruptcy or insolvency laws or seek the appointment of a receiver for the affairs or property of the Company until such time as the Senior Indebtedness shall have been indefeasibly paid in full in cash and the Senior Lending Agreements shall have been irrevocably terminated; provided howevercancelled, Subordinated Lender may join in any foreclosure proceeding of the Collateral commenced by Bank to the extent the joinder in such legal proceeding is necessary to prevent the waiver or lapse of Subordinated Lender’s rights with respect to such Collateral, but subject at all times to Bank’s rights hereunder to determine the disposition of such Collateral in accordance with the terms hereofthereof. In the event the Subordinated Lender Lenders shall receive any payment or distribution of any kind representing proceeds of any Collateral as to which its Lien in the Collateral is or is required to be subordinated to the Lien of Senior Lender before the Senior Indebtedness obligations shall have been indefeasibly paid in full in cash and the Senior Lending Agreements terminatedNotes cancelled, all in accordance with the terms thereof, such sums shall be held in trust by the Subordinated Lender Lenders for the benefit and on account of Bank Senior Lender and such amounts shall be paid to Bank Senior Lender for application to the then unpaid obligations under the Senior Lending Agreements.

Secured Lender Remedies. Subject to Section 2.2(b) hereof, in In no event shall Subordinated Foreign Lender exercise any Secured Lender Remedies until such time as the Senior NewStar Indebtedness shall have been indefeasibly paid in full in cash and the Senior NewStar Lending Agreements irrevocably terminated; nor shall Subordinated Foreign Lender join in the filing of any petition in bankruptcy, solicit any other person to, or act to cause the commencement of, any case involving Company under any state or federal bankruptcy or insolvency laws or (a) seek the appointment of a receiver for the affairs or property of the Company or (b) initiate or prosecute or join or encourage any other person or entity to initiate or prosecute any claim, action or other proceeding or case involving the Company or any Collateral (x) under any state or federal bankruptcy or insolvency laws or (y) which otherwise (i) challenges the enforceability of Agent’s or any Lender’s claim or opposes any action by Agent or any Lender to enforce any of their rights or remedies relating to the NewStar Indebtedness, (ii) challenging the enforceability, validity, priority or perfected status of any security interests or liens on any assets, properties or capital stock from time to time securing, or purported to secure, the NewStar Indebtedness or (iii) asserting any claims which Company may hold with respect to Agent or any Lender, in each case, until such time as the Senior NewStar Indebtedness shall have been indefeasibly paid in full in cash and the Senior NewStar Lending Agreements shall have been irrevocably terminated; provided however, Subordinated Lender may join in any foreclosure proceeding of the Collateral commenced by Bank to the extent the joinder in such legal proceeding is necessary to prevent the waiver or lapse of Subordinated Lender’s rights with respect to such Collateral, but subject at all times to Bank’s rights hereunder to determine the disposition of such Collateral in accordance with the terms hereof. In the event Subordinated Foreign Lender shall receive any payment or distribution of any kind representing proceeds of any Collateral as to which its Lien in the Collateral is or is required to be subordinated to the Lien of Agent before the Senior Indebtedness Obligations shall have been indefeasibly paid in full in cash and the Senior NewStar Lending Agreements irrevocably terminated, such sums shall be held in trust by Subordinated Foreign Lender for the benefit and on account of Bank Agent and such amounts shall be paid to Bank Agent for application to the then unpaid obligations Obligations under the Senior NewStar Lending Agreements.