Subordinated Debt Standstill Provisions. (a) Until the Senior Debt is paid in full in cash (or other consideration acceptable to Agent in its sole discretion), no Subordinated Creditor shall, without the prior written consent of Agent, take any Enforcement Action with respect to the Subordinated Debt or any Collateral, provided, however, that the Subordinated Creditor may take any Collection Action with respect to the Subordinated Debt (but not against any Collateral or any other property or assets securing Subordinated Debt) upon the acceleration of all or any portion of the Senior Debt. (b) Notwithstanding the foregoing, (i) each Subordinated Creditor may file proofs of claim against the Companies in any Proceeding involving the Companies. Any Distributions or other proceeds of any Enforcement Action obtained by any Subordinated Creditor (other than Reorganization Subordinated Securities) shall in any event be held in trust by it for the benefit of Agent and Senior Lenders and promptly be paid or delivered to Agent for the benefit of Senior Lenders in the form received until all Senior Debt is paid in full in cash (or other consideration acceptable to Agent in its sole discretion). (c) Notwithstanding anything contained herein to the contrary, if within 20 days of any acceleration of the Senior Debt by Senior Lenders such acceleration is rescinded (whether or not any existing Senior Default has been cured or waived), then all Collection Actions taken by the Subordinated Creditor in reliance on such acceleration shall likewise be rescinded. (d) Notwithstanding anything in this Agreement to the contrary, no provision herein shall prevent any Subordinated Creditor from furnishing a notice under the Subordinated Debt Documents or this Agreement to any Company or Agent to preserve or enforce its rights with respect thereto, including (without limitation) notices to the Companies of the existence of a Subordinated Default.
Appears in 4 contracts
Samples: Subordination and Intercreditor Agreement (PNG Ventures Inc), Subordination and Intercreditor Agreement (Earth Biofuels Inc), Subordination and Intercreditor Agreement (PNG Ventures Inc)
Subordinated Debt Standstill Provisions. Until the Senior Debt has been indefeasibly paid in full and all commitments to lend under the Senior Debt Documents have terminated, the Subordinated Creditor shall not, without the prior written consent of the Senior Agent, take any Enforcement Action, except as provided in the following sentence. Upon the earliest to occur of:
(a) Until the passage of one-hundred thirty-five (135) days from the date of Senior Agent’s receipt of a Subordinated Default Notice from the Subordinated Creditor if the Subordinated Default described therein shall not have been cured or waived in accordance with the relevant Subordinated Debt Document within such period;
(b) acceleration of the Senior Debt (provided, however, that if, following any such acceleration of the Senior Debt, such acceleration in respect of the Senior Debt is rescinded, then all Enforcement Actions taken by the Subordinated Creditor shall likewise be rescinded if (i) such Enforcement Actions are based on this clause (b) and (ii) the Subordinated Creditor shall have no right under any other clause of this Subsection 2.3 to take any Enforcement Action);
(c) the occurrence of a Proceeding (provided, however, that if such Proceeding is dismissed, the corresponding prohibition against the Subordinated Creditor taking any Enforcement Action shall automatically be reinstated as of the date of dismissal as if such Proceeding had not been initiated, unless the Subordinated Creditor shall have the right to take any Enforcement Action under another clause of this subsection 2.3; provided, further, that such reinstatement shall not affect the running of the one-hundred thirty-five (135)-day period under clause (a) above to the extent the Subordinated Default giving rise thereto is not based on an acceleration of the Senior Debt or the initiation of such Proceeding);
(d) the institution or commencement by Senior Agent of any action under the provisions of any state or federal law, including, without limitation, the Uniform Commercial Code, or under any contract or agreement, to, with respect to the Senior Debt, enforce, foreclose upon, take possession of or sell any material portion of the collateral securing Senior Debt (other than any action by Senior Agent to take “control” of any deposit account or securities account of any Company);
(e) the date on which the Senior Debt is paid in full in cash (or other consideration acceptable and all commitments to Agent in its sole discretion), no lend under the Senior Debt Documents have terminated; the Subordinated Creditor shallmay, without the upon not less than five (5) Business Days’ prior written consent of notice to Senior Agent, which in respect of Enforcement Actions taken pursuant to clause (a) above, which notice may be given during such one hundred thirty-five (135) day period, take any Enforcement Action with respect Actions, but subject in all events to the Subordinated Debt restrictions and limitations of this Agreement. Notwithstanding the foregoing or any Collateralother terms of this Agreement, provided, however, that the Subordinated Creditor may take any Collection Action with respect to the Subordinated Debt (but not against any Collateral or any other property or assets securing Subordinated Debt) upon the acceleration of all or any portion of the Senior Debt.
(b) Notwithstanding the foregoing, (i) each Subordinated Creditor may file proofs of claim against the Companies Borrower or any Company in any Proceeding (defined below) involving such party, (ii) subject to this Agreement, take such actions as are reasonably necessary in such Proceeding to establish and preserve such claim, and (iii) commence any legal action against the Companies. Any Distributions Borrower or other proceeds any Company to the extent (but only to the extent) that the commencement of such legal action is necessary to toll the running of any Enforcement Action obtained by any Subordinated Creditor applicable statute of limitations (other but not earlier than Reorganization Subordinated Securitiesninety (90) shall in any event be held in trust by it for days before the benefit of Agent and Senior Lenders and promptly be paid or delivered to Agent for the benefit of Senior Lenders in the form received until all Senior Debt is paid in full in cash (or other consideration acceptable to Agent in its sole discretionexpiration thereof).
(c) Notwithstanding anything contained herein to the contrary, if within 20 days of any acceleration of the Senior Debt by Senior Lenders such acceleration is rescinded (whether or not any existing Senior Default has been cured or waived), then all Collection Actions taken by the Subordinated Creditor in reliance on such acceleration shall likewise be rescinded.
(d) Notwithstanding anything in this Agreement to the contrary, no provision herein shall prevent any Subordinated Creditor from furnishing a notice under the Subordinated Debt Documents or this Agreement to any Company or Agent to preserve or enforce its rights with respect thereto, including (without limitation) notices to the Companies of the existence of a Subordinated Default.
Appears in 2 contracts
Samples: Subordination Agreement, Subordination Agreement (SOCIAL REALITY, Inc.)
Subordinated Debt Standstill Provisions. (a) Until the Senior Debt is indefeasibly paid in full in cash and all commitments to lend under the Senior Debt Documents shall be terminated, if an Event of Default (or other consideration acceptable as defined in the Senior Credit Agreement) under the Senior Debt Documents has occurred and is continuing and the Senior Lender has accelerated the Senior Debt, and the Senior Lender shall have provided written notice to Agent in its sole discretion), no the Subordinated Creditor shallthereof, Subordinated Creditor shall not, without the prior written consent of AgentSenior Lender, take any Enforcement Action with respect to the Subordinated Debt or any Collateralduring the time that such Event of Default is continuing; provided that, provided, however, Senior Lender hereby agrees that it shall not accelerate the Senior Debt solely for the purpose of preventing Subordinated Creditor may take any Collection from taking an Enforcement Action in accordance with respect to the Subordinated Debt (but not against any Collateral or any other property or assets securing Subordinated Debt) upon the acceleration terms of all or any portion of the Senior Debt.
(b) this Agreement. Notwithstanding the foregoing, (i) each Subordinated Creditor may file proofs of claim against the Companies Borrower in any Proceeding involving the CompaniesBorrower. Any Distributions or other proceeds of any Enforcement Action obtained by any Subordinated Creditor (other than Reorganization Subordinated Securities) in violation of the foregoing prohibition shall in any event be held in trust by it for the benefit of Agent and Senior Lenders Lender and promptly be paid or delivered to Agent for the benefit of Senior Lenders Lender in the form received until all such time that such Event of Default has been cured or waived and is no longer continuing. Notwithstanding the foregoing, until the Senior Debt is indefeasibly paid in full in cash (or other consideration acceptable and all commitments to Agent in its sole discretion).
(c) Notwithstanding anything contained herein to the contrary, if within 20 days of any acceleration of lend under the Senior Debt by Senior Lenders such acceleration is rescinded (whether or not any existing Senior Default has been cured or waived)Documents shall be terminated, then all Collection Actions taken by the Subordinated Creditor shall not file, join in reliance on such acceleration shall likewise be rescindedthe filing of, induce others to file, or cooperate in the filing of, an involuntary bankruptcy petition against the Borrower.
(d) Notwithstanding anything in this Agreement to the contrary, no provision herein shall prevent any Subordinated Creditor from furnishing a notice under the Subordinated Debt Documents or this Agreement to any Company or Agent to preserve or enforce its rights with respect thereto, including (without limitation) notices to the Companies of the existence of a Subordinated Default.
Appears in 2 contracts
Samples: Subordination and Intercreditor Agreement (CTN Media Group Inc), Subordination and Intercreditor Agreement (CTN Media Group Inc)
Subordinated Debt Standstill Provisions. (a) Until all of the Senior Debt is paid in full in cash (or other consideration acceptable to Agent in its sole discretion)full, no Subordinated Creditor shallshall not, without the prior written consent of Agent, take any Enforcement Action with respect to the Subordinated Debt Debt. Notwithstanding the foregoing or any Collateralprovision of this Agreement to the contrary, provided, however, that the Subordinated Creditor may take any Collection Action with respect to the Subordinated Debt (but not against any Collateral or any other property or assets securing Subordinated Debt) upon the acceleration of all or any portion of the Senior Debt.
(b) Notwithstanding the foregoing, (i) each Subordinated Creditor may file proofs of claim against the Companies any Company in any Proceeding involving such Company, (ii) seek specific performance or injunctive relief to compel a Company to provide financial reporting required under the Subordinated Debt Documents (as in effect on the date hereof as the same may be amended, restated, supplemented and/or otherwise modified from time to time in accordance with this Agreement) so long as it is not accompanied by a claim for monetary damages or remuneration, (iii) to the extent (but only to such extent) that the commencement of a legal action is required to toll the running of any applicable statute of limitations or similar restriction of claims in respect of such legal action (other than actions to enforce Subordinated Creditor's rights to receive payment from the Companies or any rights with respect to any assets of the Companies, and other than initiating or joining with other creditors to initiate a Proceeding), then Subordinated Creditor may take such legal action, and (iv) declare and send notice of default to a Company (so long as not accompanied by a demand for payment). Any Distributions or other proceeds of any Enforcement Action obtained by any Subordinated Creditor (other than Reorganization Subordinated Securities) shall in any event be held in trust by it for the benefit of Agent and Senior Lenders and promptly be paid or delivered to Agent for the benefit of Senior Lenders in the form received until all of the Senior Debt is paid in full in cash (or other consideration acceptable to Agent in its sole discretion).
(c) Notwithstanding anything contained herein to the contrary, if within 20 days of any acceleration of the Senior Debt by Senior Lenders such acceleration is rescinded (whether or not any existing Senior Default has been cured or waived), then all Collection Actions taken by the Subordinated Creditor in reliance on such acceleration shall likewise be rescinded.
(d) Notwithstanding anything in this Agreement to the contrary, no provision herein shall prevent any Subordinated Creditor from furnishing a notice under the Subordinated Debt Documents or this Agreement to any Company or Agent to preserve or enforce its rights with respect thereto, including (without limitation) notices to the Companies of the existence of a Subordinated Default.full.
Appears in 2 contracts
Samples: Subordination Agreement (Neos Therapeutics, Inc.), Subordination Agreement (Neos Therapeutics, Inc.)
Subordinated Debt Standstill Provisions. (a) Until the Senior Debt is paid in full in cash (or other consideration acceptable to Agent in its sole discretion), no No Subordinated Creditor shall, without the prior written consent of AgentSenior Agent (acting upon an Act of Required Secured Parties), take any Enforcement Action with respect to the Subordinated Debt, until the earliest to occur of the following:
(i) the acceleration or final maturity (after giving effect to any extensions thereof) of the Senior Debt;
(ii) the commencement of any Proceeding with respect to any Obligor (other than any such Proceeding initiated by a Subordinated Creditor);
(iii) the date the Senior Debt is Paid in Full;
(iv) the commencement by the Senior Agent (acting upon an Act of Required Secured Parties) of any foreclosure proceedings or other exercise of remedies against any Obligor to realize upon any material portion of the Collateral;
(v) any sale of all or substantially all of the assets of the Obligors (whether by merger, providedconsolidation, howeverrecapitalization, that sale of assets, foreclosure or otherwise) in connection with the exercise of remedies by the Senior Agent under the Senior Debt Documents;
(vi) the Subordinated Debt Final Maturity Date; and
(vii) the passage of two hundred seventy (270) days from the date of Senior Agent’s receipt of a written notice from any Subordinated Creditor if the event of default under the Subordinated Debt Documents described in reasonable detail therein shall not have been cured or waived within such period. Notwithstanding the foregoing, each Subordinated Creditor (i) subject to the terms of this Agreement, may file and vote proofs of claim against each Obligor in any Proceeding involving such Person, (ii) subject to the terms of this Agreement, may take such actions as are reasonably necessary in such Proceeding to establish and preserve such claim, (iii) may commence legal proceedings to the extent, but only to the extent, necessary to toll the running of any applicable statute of limitations or similar restriction on claims, or to assert a compulsory crossclaim or counterclaim against any Obligor, (iv) may exercise rights and remedies for specific performance or equitable relief to compel any Obligor to comply with any non-payment obligations under the Subordinated Debt Documents to which such Obligor is a party so long as it is not accompanied by any collection action, (v) may take any Collection Action non-judicial procedural action that may be required or desired as a precondition to acceleration or relating to preservation of rights (such as giving a notice of default or reservation of rights (including reservation of acceleration rights subject to the terms of this Agreement)), (vi) may impose a default rate of interest that is otherwise permitted pursuant to the terms of this Agreement (provided that such default interest may be paid only with the proceeds of Permitted Payments in accordance with this Agreement), (vii) upon the occurrence and during the continuance of an “Event of Default” under the Subordinated Debt Documents, may deliver to the Company a notice of acceleration (provided that such acceleration is not effective until the earliest of the dates specified in clauses (i) through (vi) of this Section 2.4), (viii) may take any action to enforce the terms of any subordination agreement with respect to any indebtedness or other obligation subordinated to the Subordinated Debt (but not against other than to exercise any turnover rights thereunder which shall be subject to the terms of this Agreement), (ix) may bid for or purchase Collateral at any private or judicial foreclosure upon such Collateral, or (x) receive any other property or assets securing Subordinated Debt) upon the acceleration remaining proceeds of all or any portion of Collateral after the Senior Debt.
(b) Notwithstanding Debt has been Paid in Full and all commitments to lend under the foregoing, (i) each Subordinated Creditor may file proofs of claim against the Companies in any Proceeding involving the CompaniesSenior Debt Documents shall be terminated. Any Distributions or other proceeds of any Enforcement Action obtained by any Subordinated Creditor (other than Reorganization which do not constitute Permitted Payments or are received by any Subordinated Securities) Creditor at any time that an Event of Default has occurred and is continuing under the Senior Debt Documents shall in any event be held in trust by it for the benefit of Senior Agent and Senior Lenders Creditors and promptly be paid or delivered to Senior Agent for the benefit of Senior Lenders Creditors in the form received until all Senior Debt is paid Paid in full in cash (or other consideration acceptable to Agent in its sole discretion).
(c) Full. Notwithstanding anything contained herein to the contrary, if within 20 days of any following the acceleration of the Senior Debt by Senior Lenders Creditors such acceleration is rescinded (whether or not any existing “Event of Default” under any Senior Default Debt Document has been cured or waived), then any and all Collection Enforcement Actions that were permitted to be taken by the each Subordinated Creditor in reliance on under Section 2.4(a)(i) solely as a result of such acceleration shall likewise be rescinded, and such rescission by Subordinated Creditors shall not prejudice the rights of Subordinated Creditors except as may otherwise be contemplated under or consistent with this Agreement.
(db) Notwithstanding anything Each Obligor hereby agrees that in the event that any holder of Subordinated Debt commences any Enforcement Action within ten (10) days after the expiration of any remedy standstill period imposed pursuant to this Agreement Agreement, it will not assert, and hereby waives (to the contraryextent permitted by applicable law) any right to assert, no provision herein shall as a defense or otherwise, that such exercise of rights, remedies and/or enforcement actions by such Subordinated Creditor are untimely or that such Subordinated Creditor’s delay in commencing such Enforcement Action constitutes a waiver of any of its rights or remedies or is otherwise commercially unreasonable. Furthermore, each Obligor agrees that any applicable statute of limitations that would otherwise prevent any holder of Subordinated Creditor Debt from furnishing a notice under pursuing any claim with respect to the Subordinated Debt Documents shall be tolled upon the commencement of, and until the expiration of, any remedy standstill period imposed pursuant to this Agreement, and each Obligor hereby agrees not to assert, and hereby waives (to the extent permitted by applicable law) any right to assert as a defense, any applicable statute of limitations without giving effect to such tolling.
(c) No Subordinated Creditor will contest, protest or this Agreement object to any Company exercise of remedies or other foreclosure proceeding or action brought by the Senior Agent to preserve or enforce its any Senior Creditor or any other exercise by the Senior Agent or any Senior Creditor of any rights with respect thereto, including (without limitation) notices and remedies relating to the Companies Collateral under the Senior Debt Documents and will not object to the forbearance by the Senior Agent or any Senior Creditor from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the existence of a Subordinated DefaultCollateral.
Appears in 2 contracts
Samples: Note Purchase Agreement (MN8 Energy, Inc.), Note Purchase Agreement (New PubCo Renewable Power Inc.)
Subordinated Debt Standstill Provisions. (a) Until the Senior Debt is paid Paid in full in cash (or other consideration acceptable to Full, Subordinated Agent in its sole discretion), no and Subordinated Creditor shallCreditors shall not, without the prior written consent of Senior Agent, take any Enforcement Action with respect to the Subordinated Debt or any Collateral, provided, however, that the Subordinated Creditor may take any Collection Action with respect to the Subordinated Debt until the earliest to occur of the following and in any event no earlier than ten days after Senior Agent’s receipt of written notice of Subordinated Agent’s intention to take any such Collection Action:
(but not against any Collateral or any other property or assets securing Subordinated Debti) upon the acceleration of all or any portion of the Senior Debt; provided, however, if, within 60 days after any such acceleration of the Senior Debt, such acceleration is rescinded, then any acceleration of the Subordinated Debt shall also be deemed automatically rescinded and any Collection Action commenced by Subordinated Agent and Subordinated Creditor shall also be immediately discontinued;
(ii) the passage of 150 days from the delivery of a Subordinated Debt Default Notice to Senior Agent if any Subordinated Debt Default described therein shall not have been cured or waived within such period so long as, at least ten (10) days prior to the date on which Subordinated Agent intends to take such Collection Action, Senior Agent has received written notice from Subordinated Agent (which notice may be given prior to the end of such 150-day period) of Subordinated Agent’s intention to take such Collection Action; provided that (A) if a Subordinated Default which is the subject of any such notice has been cured or waived within such 150-day period, the applicable notice shall be deemed automatically rescinded and shall have no further force or effect and any acceleration in respect of such Subordinated Default shall be deemed automatically rescinded and any Collection Action commenced by Subordinated Agent and Subordinated Creditor shall also be immediately discontinued, and (B) a Subordinated Default which, to the actual knowledge of Subordinated Creditor, exists at or prior to the giving of any such notice may not serve as the basis for a subsequent notice by Subordinated Creditor under this clause (ii); or
(iii) a Proceeding involving any Obligor (other than any such Proceeding initiated by a Subordinated Creditor).
(b) Notwithstanding anything to the foregoingcontrary contained in this Agreement or in any of the Subordinated Debt Documents, until the Senior Debt has been Paid in Full, Subordinated Agent and Subordinated Creditors shall not, without the prior written consent of Senior Agent, take any Collection Action with respect to the Collateral or any property or assets of any Obligor securing the Subordinated Debt or take any Collection Action with respect to the Collateral if the Senior Agent has commenced and is diligently pursuing the collection of the Senior Debt and the enforcement or liquidation of the Collateral securing the Senior Debt; provided, that this sentence shall not be construed to limit or impair in any way the right of any Subordinated Creditor to: (1) bid for, or purchase Collateral at any private or judicial foreclosure upon such Collateral initiated by any Person other than the Subordinated Agent or a Subordinated Creditor, so long as the Senior Debt is Paid in Full with the proceeds of such bid or a higher competing bid at such foreclosure, (2) join (but not control) any foreclosure or other judicial lien enforcement proceeding with respect to the Collateral initiated by Senior Agent for the sole purpose of creating, perfecting, preserving or protecting such Subordinated Agent’s security interest in the Collateral, (3) receive any remaining proceeds of Collateral after the Senior Debt has been Paid in Full, (4) file a claim, proof of claim or statement of interest with respect to all or any of the Subordinated Debt in any Proceeding, (5) file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Subordinated Agent or any Subordinated Creditor relating to the Subordinated Debt, in each case in accordance with the terms of this Agreement, (6) file any financing statement or amendment necessary to perfect or continue the perfection of the subordinated security interests of Subordinated Agent, and (7) vote on any plan of reorganization, make other filings and make any arguments and motions in any Proceeding as authorized by Section 4 above.
(c) Without limiting the provisions of Section 2, Section 3, or Section 4 above, (i) each Subordinated Creditor may file proofs of claim against until the Companies Senior Debt has been Paid in any Proceeding involving the Companies. Any Full, all Distributions or other proceeds of Collection Actions and/or any Enforcement Action Collateral obtained by Subordinated Agent or any Subordinated Creditor (other than Reorganization Subordinated Securities) shall in any event be held in trust by it for the benefit of Senior Agent and Senior Lenders and promptly be paid or delivered to Senior Agent for the benefit of Senior Lenders in the form received until all Senior Debt is paid in full in cash received, (or other consideration acceptable to Agent in its sole discretion).
(cii) Notwithstanding anything contained herein subject to the contraryproviso to Section 5(b), if within 20 days any disposition of any acceleration Collateral or any assets of any Obligor is permitted under the terms of the Senior Debt Documents or is consented to by Senior Lenders Agent, in each case that results in the release of the security interests and liens securing the Senior Debt, Subordinated Agent, on behalf of itself any the Subordinated Creditors, shall be deemed to have consented under the Subordinated Documents to such acceleration is rescinded disposition free and clear of any security interests and liens securing the Subordinated Debt (whether or not excluding any existing portion of the proceeds of such Collateral remaining after the Payment in Full of the Senior Default Debt) and to have waived the provisions of the Subordinated Documents to the extent necessary to permit such disposition, and (iii) until the Senior Debt has been cured Paid in Full, neither Senior Agent nor any Senior Secured Party shall have any obligation whatsoever to account for, allocate or waived), then all Collection Actions taken by the deliver to Subordinated Creditor in reliance on such acceleration shall likewise be rescinded.
(d) Notwithstanding anything in this Agreement to the contrary, no provision herein shall prevent Agent or any Subordinated Creditor from furnishing any proceeds or distributions received by Senior Agent or such Senior Secured Party as a notice under the Subordinated Debt Documents or this Agreement to any Company or Agent to preserve or enforce its rights with respect thereto, including (without limitation) notices to the Companies of the existence of a Subordinated Defaultresult thereof.
Appears in 2 contracts
Samples: Subordination Agreement (Fusion Telecommunications International Inc), Subordination Agreement
Subordinated Debt Standstill Provisions. (a) Until the Senior Debt is paid Paid in full in cash (or other consideration acceptable to Agent in its sole discretion)Full, no Subordinated Creditor shall, without the prior written consent of Agent, will not
(i) take any Enforcement Action with respect to the Subordinated Debt Debt; or
(ii) contest, protest or object to any foreclosure proceeding or action brought by the Senior Agent or Senior Lender with respect to any Collateral or any other exercise by the Senior Agent or any Senior Lender of any rights and remedies relating to any Collateral, providedwhether under the Senior Loan Documents or otherwise; or
(iii) object to or exercise any rights that may arise under applicable law as a result of (which rights are hereby waived) the forbearance by the Senior Agent or any Senior Lender from bringing or pursuing any Enforcement Action.
(b) Until the Senior Debt is Paid in Full, howeverwhether or not any Proceeding has been commenced by or against any Obligor, that the Senior Agent and the Senior Lenders will have the exclusive right to take Enforcement Action and, in connection therewith, make determinations regarding the release, Disposition (including, without limitation, voluntary Dispositions of Collateral by the respective Obligors before or after a Default), or restrictions with respect to Collateral without any consultation with or the consent of the Subordinated Creditor and may exercise rights and remedies with respect to Collateral and enforce the provisions of the Senior Loan Documents, all in such order and in such manner as they may determine in the exercise of their sole discretion.
(c) Notwithstanding the foregoing, the Subordinated Creditor may:
(i) file a claim or statement of interest with respect to any Subordinated Debt; provided that a Proceeding has been commenced by or against any Obligor;
(ii) take any Collection Action action (not adverse to the priority status of the Senior Liens, or the rights of the Senior Agent or the Senior Lenders to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Subordinated Liens;
(iii) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Subordinated Creditor, in accordance with the terms of this Agreement; and
(iv) vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Subordinated Debt (but not against any Collateral or any other property or assets securing and the Subordinated Debt) upon the acceleration of all or any portion of the Senior DebtLiens.
(bd) Notwithstanding the foregoing, (i) each Subordinated Creditor may file proofs of claim against the Companies in any Proceeding involving the Companies. Any Distributions or other proceeds of any Enforcement Action obtained by any Subordinated Creditor (other than Reorganization Subordinated Securities) in violation of this Agreement shall in any event be held in trust by it the Subordinated Creditor for the benefit of Senior Agent and Senior Lenders and promptly be paid or delivered to Senior Agent for the benefit of Senior Lenders in the form received until all Senior Debt is paid Paid in full in cash (or other consideration acceptable to Agent in its sole discretion)Full.
(c) Notwithstanding anything contained herein to the contrary, if within 20 days of any acceleration of the Senior Debt by Senior Lenders such acceleration is rescinded (whether or not any existing Senior Default has been cured or waived), then all Collection Actions taken by the Subordinated Creditor in reliance on such acceleration shall likewise be rescinded.
(d) Notwithstanding anything in this Agreement to the contrary, no provision herein shall prevent any Subordinated Creditor from furnishing a notice under the Subordinated Debt Documents or this Agreement to any Company or Agent to preserve or enforce its rights with respect thereto, including (without limitation) notices to the Companies of the existence of a Subordinated Default.
Appears in 2 contracts
Samples: Subordination and Intercreditor Agreement (P&f Industries Inc), Subordination and Intercreditor Agreement (P&f Industries Inc)
Subordinated Debt Standstill Provisions. (a) Until Subject to Sections 2.4(b) and (c), until the Senior Debt is indefeasibly paid in full in cash (or other consideration acceptable and all commitments to Agent in its sole discretion)lend under the Senior Loan Documents shall be terminated, no Subordinated Creditor shallshall not, without the prior written consent of Agent, take any Enforcement Action with respect to the Subordinated Debt or any Collateral, provided, however, that the Subordinated Creditor may take any Collection Action with respect to the Subordinated Debt (but not against any Collateral or any other property or assets securing Subordinated Debt) upon the acceleration of all or any portion of the Senior Debt.
(b) Notwithstanding the foregoing, (i) each Subordinated Creditor may file proofs of claim against the Companies in any Proceeding involving the Companies. Any Distributions (other than Permitted Payments) or other proceeds of any Enforcement Action obtained by any Subordinated Creditor (other than Reorganization Subordinated Securities) in violation of this Agreement shall in any event be held in trust by it for the benefit of Agent and Senior Lenders and promptly be paid or delivered to Agent for the benefit of Senior Lenders in the form received until all Senior Debt is indefeasibly paid in full in cash and all commitments to lend under the Senior Loan Documents shall have been terminated.
(b) Notwithstanding Section 2.4(a), Subordinated Creditor may commence an Enforcement Action or other consideration acceptable exercise rights with respect to a lien securing Subordinated Debt if:
(i) 180 days have elapsed since Subordinated Creditor notified Agent that the Subordinated Debt was due in its sole discretionfull as a result of acceleration or otherwise (the “Standstill Period”);
(ii) Agent is not then diligently pursuing an Enforcement Action with respect to all or a material portion of the Collateral or diligently attempting to vacate any stay or prohibition against such exercise;
(iii) any acceleration of the Subordinated Debt has not been rescinded; and
(iv) no Company then is a debtor in a Proceeding.
(c) Notwithstanding anything contained herein Section 2.4(a), Subordinated Creditor may:
(i) file a proof of claim or statement of interest, vote on a plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation, reorganization, arrangement, composition, or extension, provided that Subordinated Creditor hereby agrees that it shall not propose, vote in favor of, or otherwise support any such plan that violates the payment and lien priorities of this Agreement.), and make other filings, arguments, and motions, with respect to the contrarySubordinated Debt and the Collateral in any Proceeding commenced by or against any Company, if within 20 days in each case to the extent not inconsistent with the payment and lien priorities and other terms of any acceleration this Agreement;
(ii) take action to create, perfect, preserve, or protect its lien on the Collateral, so long as such actions are not adverse to the priority status in accordance with this Agreement of liens on the Collateral securing the Senior Debt or Agent’s or Senior Lenders’ rights to exercise remedies;
(iii) file necessary pleadings in opposition to a claim objecting to or otherwise seeking the disallowance of Subordinated Debt or a lien securing Subordinated Debt;
(iv) join (but not exercise any control over) a judicial foreclosure or lien enforcement proceeding with respect to the Collateral initiated by Agent or Senior Lenders Lenders, to the extent that such acceleration is rescinded (whether action could not reasonably be expected to interfere materially with the enforcement proceeding or not any existing Senior Default has been cured or waived), then all Collection Actions Enforcement Action taken by the Agent or the Senior Lenders, but Subordinated Creditor in reliance on such acceleration shall likewise be rescinded.may not receive any proceeds thereof unless expressly permitted under this Agreement; and
(dv) Notwithstanding anything bid for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by any Agent, or any sale of Collateral during a Proceeding; provided that such bid may not include a “credit bid” in this Agreement respect of any Subordinated Debt unless the proceeds of such bid are otherwise sufficient to cause the payment in full in cash of Senior Debt up to the contrary, no provision herein shall prevent any Subordinated Creditor from furnishing a notice under the Subordinated Debt Documents or this Agreement to any Company or Agent to preserve or enforce its rights Senior Cap with respect thereto, including (without limitation) notices to the Companies of the existence of a Subordinated DefaultCapped Obligations and in their entirety with respect to Senior Debt that is not Capped Obligations.
Appears in 2 contracts
Samples: Forbearance Agreement and Eleventh Amendment to Loan Agreement (Volta Inc.), Subordination and Intercreditor Agreement (Volta Inc.)
Subordinated Debt Standstill Provisions. (a) Until the Senior Debt is paid in full in cash (and all amounts due on or other consideration acceptable to Agent in its sole discretion)respect of Obligations under the Senior Debt Documents shall be terminated, no Subordinated Creditor shall, without the prior written consent of Agentthe Trustee, take any Enforcement Action with respect to the Subordinated Debt, until the earliest to occur of the following:
(i) acceleration of the Senior Debt; or
(ii) the passage of 180 days from the delivery of a Subordinated Debt Default Notice to the Trustee if any Subordinated Debt Default described therein shall not have been cured or any Collateral, waived within such period; provided, however, that the Subordinated Creditor may Creditors have provided at least 10 days notice to Trustee of their intention to take any Collection such Enforcement Action with respect (such notice may be provided prior to the Subordinated Debt (but not against any Collateral or any other property or assets securing Subordinated Debt) upon the acceleration of all or any portion expiration of the Senior Debt.
(b) 180 day period referred to above). Notwithstanding the foregoing, (i) each the Subordinated Creditor Creditors may file proofs of claim against the Companies any Credit Party in any Proceeding involving the Companiesany Credit Party. Any Distributions or other proceeds of any Enforcement Action obtained by any the Subordinated Creditor (other than Reorganization Subordinated Securities) Creditors shall in any event be held in trust by it them for the benefit of Agent the Trustee and Senior Lenders the Noteholders and promptly be paid or delivered to Agent the Trustee for the benefit of Senior Lenders the Noteholders in the form received until all Senior Debt is paid in full in cash (or other consideration acceptable to Agent in its sole discretion)cash.
(cb) Notwithstanding anything contained herein to the contrary, if within 20 days of any following the acceleration of the Senior Debt by Senior Lenders the Trustee or the Noteholders such acceleration is rescinded (whether or not any existing Senior Default has been cured or waived), then all Collection Enforcement Actions taken by the Subordinated Creditor in reliance on such acceleration Creditors shall likewise be rescindedrescinded if such Enforcement Action is based solely on clause (i) of paragraph (a) of this subsection 2.4.
(d) Notwithstanding anything in this Agreement to the contrary, no provision herein shall prevent any Subordinated Creditor from furnishing a notice under the Subordinated Debt Documents or this Agreement to any Company or Agent to preserve or enforce its rights with respect thereto, including (without limitation) notices to the Companies of the existence of a Subordinated Default.
Appears in 1 contract
Samples: Subordination and Intercreditor Agreement (APT Sunshine State LLC)
Subordinated Debt Standstill Provisions. (a) Until the Senior Debt is paid in full in cash (or other consideration acceptable to Agent in its sole discretion), no Subordinated Creditor shall, without the prior written consent of Agent, take any Enforcement Action with respect to the Subordinated Debt or any Collateral, provided, however, that the Subordinated Creditor Creditors may take any Collection Action with respect to the Subordinated Debt (but not against any Collateral or any other property or assets securing Subordinated Debt) upon the acceleration of all or any portion of the Senior Debt.
(b) Notwithstanding the foregoing, (i) each Subordinated Creditor may file proofs of claim against the Companies Company in any Proceeding involving the CompaniesCompany. Any Distributions or other proceeds of any Enforcement Action obtained by any Subordinated Creditor (other than Reorganization Subordinated Securities) shall in any event be held in trust by it for the benefit of Agent and Senior Lenders and promptly be paid or delivered to Agent for the benefit of Senior Lenders in the form received until all Senior Debt is paid in full in cash (or other consideration acceptable to Agent in its sole discretion).
(c) Notwithstanding anything contained herein to the contrary, if within 20 days of any acceleration of the Senior Debt by Senior Lenders such acceleration is rescinded (whether or not any existing Senior Default has been cured or waived), then all Collection Actions taken by the Subordinated Creditor Creditors in reliance on such acceleration shall likewise be rescinded.
(d) Notwithstanding anything in this Agreement to the contrary, no provision herein shall prevent any Subordinated Creditor from furnishing a notice under the Subordinated Debt Documents or this Agreement to any the Company or Agent to preserve or enforce its rights with respect thereto, including (without limitation) notices to the Companies Company of the existence of a Subordinated Default.
(e) Notwithstanding anything in this Agreement to the contrary, if at any time hereafter, the Company fails to pay, when due (other than because of a bona fide payment dispute then being prosecuted in good faith by the Company), any payment in respect of the Subordinated Notes otherwise then permitted to be paid pursuant to said Section 2.3(c) or Section 2.3(d) above, Subordinated Creditors may take Enforcement Action with respect to the Subordinated Debt to collect such payment(s) then due, provided that the Subordinated Creditors first shall have given Agent at least 90 days prior written notice of such payment default and their intent to take Enforcement Action pursuant hereto in respect thereof; and, provided, further, that, as to any payments then permitted to be paid under Section 2.3(c) above, subsequent thereto, either within such 90 day period or thereafter (including during the pendency of any such Enforcement Action being taken by Subordinated Creditors), the Company and the Subordinated Creditors do not receive from Agent the written notice that a Senior Default has occurred and is continuing, in which case Subordinated Creditors shall delay the commencement of, or desist in, any such Enforcement Action in respect of such payments unless and until Subordinated Creditors and the Company have received written notice from Agent that such Senior Default has been waived (which Agent agrees to provide promptly after the Senior Lenders have waived such Senior Default).
Appears in 1 contract
Samples: Subordination and Intercreditor Agreement (PNG Ventures Inc)
Subordinated Debt Standstill Provisions. (a) Until the all Senior Debt is indefeasibly paid in full in cash (or other consideration acceptable to Agent in its sole discretion)the satisfaction of Senior Creditors, no Subordinated Creditor shall, without the prior written consent of AgentAgent or Trustee (in accordance with the provisions of the Intercreditor Agreement), take any Enforcement Action with respect to the Subordinated Debt or any CollateralDebt; PROVIDED, provided, howeverHOWEVER, that the Subordinated Creditor Creditors may take any Collection Action with respect to the Subordinated Debt (but not against any Collateral or any other property or assets securing Subordinated Debta) upon the acceleration of all or any portion of the Senior Debt.
(b) Notwithstanding the foregoing, (i) each Subordinated Creditor may file proofs of claim against the Companies any Debtor in any Proceeding involving such Debtor and (b) in the Companiesevent that (i) any one or more Subordinated Debt Defaults shall have continued for at least 180 days during any 365 day period and, either concurrently therewith or otherwise, at least 180 days shall have passed since the date Subordinated Creditors shall have provided a Subordinated Debt Default Notice (and stating that such notice is provided for purposes of this subsection 2.4) in respect of such Subordinated Debt Defaults or (ii) all of the Senior Debt shall have been declared to be then due and payable, Subordinated Creditors may take Permitted Enforcement Actions. Any Distributions or other proceeds of any Enforcement Action obtained by any Subordinated Creditor (other than Reorganization Subordinated Securities) Creditors in violation of the foregoing prohibition shall in any event be held in trust by it for the benefit of Agent Trustee and the Senior Lenders Creditors and promptly be paid or delivered to Agent or Trustee, in accordance with the provisions of the Intercreditor Agreement, for the benefit of Lender Group (as defined in the Senior Lenders Credit Agreement) and the Senior Creditors, as the case may be, in the form received until all Senior Debt is indefeasibly paid in full in cash (or other consideration acceptable to Agent in its sole discretion).
(c) Notwithstanding anything contained herein to the contrary, if within 20 days satisfaction of any acceleration of the Senior Debt by Senior Lenders such acceleration is rescinded (whether or not any existing Senior Default has been cured or waived), then all Collection Actions taken by the Subordinated Creditor in reliance on such acceleration shall likewise be rescindedCreditors.
(d) Notwithstanding anything in this Agreement to the contrary, no provision herein shall prevent any Subordinated Creditor from furnishing a notice under the Subordinated Debt Documents or this Agreement to any Company or Agent to preserve or enforce its rights with respect thereto, including (without limitation) notices to the Companies of the existence of a Subordinated Default.
Appears in 1 contract
Samples: Subordination and Intercreditor Agreement (Telequip Labs, Inc.)
Subordinated Debt Standstill Provisions. (a) Until the Senior Debt is paid in full in cash (or other consideration another form acceptable to Agent in its sole discretion)the Senior Lenders) and all commitments to lend under the Senior Debt Documents shall be terminated, no Subordinated Creditor shall, without the prior written consent of Agent, take any Enforcement Action with respect to the Subordinated Debt or Debt, until the earliest to occur of the following and in any Collateral, provided, however, that the event no earlier than ten (10) days after Agent's receipt of written notice of such Subordinated Creditor may Creditor's intention to take any Collection Action with respect to the Subordinated Debt such Enforcement Action:
(but not against any Collateral or any other property or assets securing Subordinated Debti) upon the acceleration of all or any portion of the Senior Debt.;
(bii) the expiration of the applicable Standstill Period; or
(iii) the commencement of a Proceeding. Notwithstanding the foregoing, (iA) each Subordinated Creditor may file proofs of claim against the Companies any Credit Party in any Proceeding involving such Credit Party and (B) each Subordinated Creditor may take such action as is available to such Subordinated Creditor to enforce issuance of the CompaniesInitial AHYDO Warrants and/or the Subsequent AHYDO Warrants, if applicable, as required pursuant to the Purchase Agreement. Any Distributions or other proceeds of any Enforcement Action obtained by any Subordinated Creditor (other than Reorganization Subordinated Securities) shall in any event be held in trust by it for the benefit of Agent and Senior Lenders and promptly be paid or delivered to Agent for the benefit of Senior Lenders in the form received until all Senior Debt is paid in full in cash (or other consideration another form acceptable to Agent in its sole discretion)the Senior Lenders) and all commitments to lend under the Senior Debt Documents shall have been terminated.
(cb) Notwithstanding anything contained herein to the contrary, if within 20 days of any following the acceleration of the Senior Debt by Senior Lenders such acceleration is rescinded (whether or not any existing Senior Default has been cured or waived), then all Collection Enforcement Actions taken by the any Subordinated Creditor in reliance on such acceleration shall likewise be rescindedrescinded if such Enforcement Action is based solely on clause (i) of paragraph (a) of this subsection 2.4.
(dc) Notwithstanding anything Except as provided in clause (B) of this Agreement subsection 2.4 with respect to the contraryInitial AHYDO Warrants and the Subsequent AHYDO Warrants, at no provision herein shall prevent time may any Subor- dinated Creditor take any Enforcement Action with respect to any Special Permitted Subordinated Creditor from furnishing a notice under Debt Payment that is not made when due pursuant to the Subordinated Debt Documents or this Agreement to any Company or Agent to preserve or enforce its rights with respect thereto, including (without limitation) notices to the Companies of the existence of a Subordinated DefaultDocuments.
Appears in 1 contract
Samples: Purchase Agreement (American Coin Merchandising Inc)
Subordinated Debt Standstill Provisions. (a) Until the Senior Debt is paid Paid in full in cash (or other consideration acceptable to Agent in its sole discretion)Full, no Subordinated Creditor shallshall not, without the prior written consent of AgentSenior Creditor, take any Enforcement Action with respect to the Subordinated Debt or any Collateral, provided, however, that under the Subordinated Debt Documents; provided further that in no event may Subordinated Creditor may take commence or join with other Persons or support other Persons to commence a Proceeding or exercise any Collection Action rights or remedies with respect to the Subordinated Debt (but not against any Collateral or any other property or assets securing Subordinated Debt) upon the acceleration of all or any portion of the Senior DebtCollateral.
(b) Notwithstanding the foregoing, Subordinated Creditor may (i) each Subordinated Creditor may file proofs of claim against the Companies any Loan Party in any Proceeding involving such Loan Party, (ii) take any Enforcement Action as to which Senior Creditor shall have consented in writing (but no other Enforcement Action), (iii) make filings and take other administrative actions to preserve any claims, Liens, security interests or rights of Subordinated Creditor with respect to or against the CompaniesCollateral or any Loan Party (in any case not in contravention of this Agreement), (iv) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of any claims, Liens, security interests or rights of Subordinated Creditor with respect to or against the Collateral or any Loan Party (in any case not in contravention of this Agreement), and (v) file and pursue equitable remedies with respect to non-compliance with the non-monetary covenants of the Subordinated Debt Documents that do not result in the payment of money by any Loan Party. Any Distributions (other than a Distribution of Reorganization Subordinated Securities) or other proceeds of any Enforcement Action obtained by any Subordinated Creditor (other than Reorganization Subordinated Securities) shall in any event be held in trust by it for the benefit of Agent and Senior Lenders Creditor and promptly be paid or delivered to Agent for the benefit of Senior Lenders Creditor in the form received until all the Senior Debt is paid Paid in full in cash (or other consideration acceptable to Agent in its sole discretion)Full.
(c) Notwithstanding anything contained herein to the contrary, if within 20 days of any following the acceleration of the Senior Debt by Senior Lenders Creditor such acceleration is rescinded (whether or not any existing Senior Default has been cured or waived), then all Collection Enforcement Actions taken by the Subordinated Creditor in reliance on such acceleration shall likewise be rescinded.
(d) Notwithstanding anything in this Agreement contained herein to the contrary, no provision herein shall prevent if following the commencement of a Proceeding involving any Loan Party such Proceeding is rescinded, settled or otherwise ceases, then all Enforcement Actions taken by Subordinated Creditor from furnishing a notice under the Subordinated Debt Documents or this Agreement to any Company or Agent to preserve or enforce its rights with respect thereto, including (without limitation) notices to the Companies of the existence of a Subordinated Defaultshall likewise be rescinded.
Appears in 1 contract
Samples: Subordination and Intercreditor Agreement (Sifco Industries Inc)
Subordinated Debt Standstill Provisions. (a) Until the Senior Debt is paid Paid in full in cash (or other consideration acceptable to Agent in its sole discretion)Full, no Subordinated Creditor shallshall not, without the prior written consent of Agent, take any Enforcement Action with respect to the Subordinated Debt, until the earliest to occur of the following:
(i) the passage of ninety (90) days from the delivery of a Subordinated Debt Default Notice to Agent if any Subordinated Debt Default described therein shall not have been cured or any Collateral, waived within such period; provided, however, that Subordinated Creditor shall not deliver to Agent a Subordinated Debt Default Notice involving a failure by Borrower to pay fees due under one or more of Sections 3(a)-(d) and 3(f) of the Subordinated Support Agreement unless and until the unpaid outstanding fees are at least six months past due and total at least $100,000; and provided further, however, that Subordinated Creditor may take shall not deliver to Agent a Subordinated Debt Default Notice involving a failure by Borrower to make a payment due under Section 3(e) of the Subordinated Support Agreement unless and until the unpaid outstanding payments under such Section 3(e) total at least $500,000; or
(ii) the commencement of any Collection Action Proceeding under the Bankruptcy Code with respect to the Subordinated Debt (but not against any Collateral or any other property or assets securing Subordinated Debt) upon the acceleration of all or any portion of the Senior Debt.
(b) Credit Party. Notwithstanding the foregoing, (i) each if Agent or any Senior Lender shall have commenced or joined any Enforcement Action, Subordinated Creditor shall not commence or continue any Enforcement Action with respect to any Collateral so long as Agent or such Senior Lender is pursuing such Enforcement Action in good faith, and (ii) subject to the provisions of Section 2.2(d), the Subordinated Creditor may file proofs of claim against the Companies any Credit Party in any Proceeding involving the Companiessuch Credit Party. Any Distributions (other than Permitted Subordinated Debt Payments made in compliance with the terms hereof) or other proceeds of any Enforcement Action obtained by any Subordinated Creditor (other than Reorganization Subordinated Securities) shall in any event be held in trust by it for the benefit of Agent and Senior Lenders and promptly be paid or delivered to Agent for the benefit of Senior Lenders in the form received until all Senior Debt is paid Paid in full in cash (or other consideration acceptable to Agent in its sole discretion)Full.
(cb) Notwithstanding anything contained herein to the contrary, if within 20 days of any acceleration of the Senior Debt by Senior Lenders such acceleration is rescinded (whether or not any existing Senior Default has been cured or waived), then all Collection Actions taken by the at no time may Subordinated Creditor in reliance on such acceleration shall likewise be rescinded.
(d) Notwithstanding anything in this Agreement take any Enforcement Action with respect to the contrary, no provision herein shall prevent any Permitted Subordinated Creditor from furnishing a notice under Debt Payment that is not made when due pursuant to the Subordinated Debt Documents or this Agreement to any Company or Agent to preserve or enforce its rights with respect thereto, including (without limitation) notices to the Companies of the existence of a Subordinated DefaultDocuments.
Appears in 1 contract
Samples: Subordination and Intercreditor Agreement (Ener-Core Inc.)
Subordinated Debt Standstill Provisions. (a) Until the Senior Debt is paid Paid in full in cash (or other consideration acceptable to Agent in its sole discretion)Full, no Subordinated Creditor Party shall, without the prior written consent of Agent, take any Enforcement Action with respect to the Subordinated Debt or under any Collateral, of the Subordinated Debt Documents; provided, howeverthat upon the earliest to occur of (i) acceleration of the Senior Debt, (ii) the commencement of a Proceeding involving a Credit Party, in which case the provisions of Section 2.2 shall apply, and (iii) the passage of 180 days from the delivery of a Subordinated Debt Default Notice to Agent if any Subordinated Debt Default described therein shall not have been cured or waived within such period, and in any event no earlier than 10 days after Agent's receipt of written notice of a Subordinated Party's intention to take any such action, such Subordinated Party may (A) xxx for payment of the whole or any part of the Subordinated Debt, (B) accelerate the Subordinated Debt, or (C) exercise any other unsecured creditor remedy not otherwise prohibited by this Agreement (provided, that the in no event may a Subordinated Creditor may take Party commence or join with other Persons to commence a Proceeding or exercise any Collection Action rights or remedies with respect to the Subordinated Debt (but not against any Collateral or any other property or assets securing Subordinated Debt) upon the acceleration of all or any portion of the Senior Debt.
(b) Collateral). Notwithstanding the foregoingforegoing but subject to the provisions of Section 2.2(a)(ii), (i) each Subordinated Creditor Parties may file proofs of claim against the Companies any Credit Party in any Proceeding involving the Companiessuch Credit Party. Any Distributions or other proceeds of any Enforcement Action obtained by any Subordinated Creditor (other than Reorganization Subordinated Securities) Party shall in any event be held in trust by it for the benefit of Agent and Senior Lenders and promptly be paid or delivered to Agent for the benefit of Senior Lenders in the form received until all the Senior Debt is paid Paid in full in cash (or other consideration acceptable to Agent in its sole discretion)Full.
(cb) Notwithstanding anything contained herein to the contrary, if within 20 days of any following the acceleration of the Senior Debt by Senior Lenders such acceleration is rescinded (whether or not any existing Senior Default has been cured or waived), then all Collection Enforcement Actions taken by the Subordinated Creditor in reliance on such acceleration Parties shall likewise be rescindedrescinded if such Enforcement Action is based solely on clause (i) of paragraph (a) of this Section 2.4.
(d) Notwithstanding anything in this Agreement to the contrary, no provision herein shall prevent any Subordinated Creditor from furnishing a notice under the Subordinated Debt Documents or this Agreement to any Company or Agent to preserve or enforce its rights with respect thereto, including (without limitation) notices to the Companies of the existence of a Subordinated Default.
Appears in 1 contract
Samples: Subordination and Intercreditor Agreement (Patrick Industries Inc)
Subordinated Debt Standstill Provisions. (a) Until the Senior Debt is paid Paid in full in cash (or other consideration acceptable to Agent in its sole discretion)Full, no Subordinated Creditor shall, without the prior written consent of Agent, will not
(i) take any Enforcement Action with respect to the Subordinated Debt Debt; or
(ii) contest, protest or object to any foreclosure proceeding or action brought by the Senior Agent or Senior Lender with respect to any Collateral or any other exercise by the Senior Agent or any Senior Lender of any rights and remedies relating to any Collateral, providedwhether under the Senior Loan Documents or otherwise; or
(iii) object to or exercise any rights that may arise under applicable law as a result of (which rights are hereby waived) the forbearance by the Senior Agent or any Senior Lender from bringing or pursuing any Enforcement Action.
(b) Until the Senior Debt is Paid in Full, howeverwhether or not any Proceeding has been commenced by or against the Company, that the Senior Agent and the Senior Lenders will have the exclusive right to take Enforcement Action and, in connection therewith, make determinations regarding the release, Disposition (including, without limitation, voluntary Dispositions of Collateral by the Company before or after a Default), or restrictions with respect to Collateral without any consultation with or the consent of the Subordinated Creditor and may exercise rights and remedies with respect to Collateral and enforce the provisions of the Senior Loan Documents, all in such order and in such manner as they may determine in the exercise of their sole discretion.
(c) Notwithstanding the foregoing, the Subordinated Creditor may:
(i) file a claim or statement of interest with respect to any Subordinated Debt; provided that a Proceeding has been commenced by or against the Company;
(ii) take any Collection Action action (not adverse to the priority status of the Senior Liens, or the rights of the Senior Agent or the Senior Lenders to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Subordinated Liens;
(iii) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Subordinated Creditor, in accordance with the terms of this Agreement; and
(iv) vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Subordinated Debt (but not against any Collateral or any other property or assets securing and the Subordinated Debt) upon the acceleration of all or any portion of the Senior DebtLiens.
(bd) Notwithstanding the foregoing, (i) each Subordinated Creditor may file proofs of claim against the Companies in any Proceeding involving the Companies. Any Distributions or other proceeds of any Enforcement Action obtained by any Subordinated Creditor (other than Reorganization Subordinated Securities) in violation of this Agreement shall in any event be held in trust by it for the benefit of Senior Agent and Senior Lenders and promptly be paid or delivered to Senior Agent for the benefit of Senior Lenders in the form received until all Senior Debt is paid Paid in full in cash (or other consideration acceptable to Agent in its sole discretion)Full.
(c) Notwithstanding anything contained herein to the contrary, if within 20 days of any acceleration of the Senior Debt by Senior Lenders such acceleration is rescinded (whether or not any existing Senior Default has been cured or waived), then all Collection Actions taken by the Subordinated Creditor in reliance on such acceleration shall likewise be rescinded.
(d) Notwithstanding anything in this Agreement to the contrary, no provision herein shall prevent any Subordinated Creditor from furnishing a notice under the Subordinated Debt Documents or this Agreement to any Company or Agent to preserve or enforce its rights with respect thereto, including (without limitation) notices to the Companies of the existence of a Subordinated Default.
Appears in 1 contract
Samples: Subordination and Intercreditor Agreement (P&f Industries Inc)
Subordinated Debt Standstill Provisions. (a) Until the Senior Debt is paid Paid in full in cash (or other consideration acceptable to Agent in its sole discretion)Full, no Subordinated Creditor shallshall not, without the prior written consent of AgentSenior Lender, take any Enforcement Action with respect to the Subordinated Debt or any Collateral, provided, however, that the Subordinated Creditor may take any Collection Action with respect to the Subordinated Debt until the earliest to occur of the following and in any event no earlier than ten (but not against 10) days after Senior Xxxxxx’s receipt of written notice of Subordinated Creditor’s intention to take any Collateral or any other property or assets securing Subordinated Debtsuch Collection Action:
(i) upon the acceleration of all or any portion of the Senior Debt; provided, however, if, within sixty (60) days after any such acceleration of the Senior Debt, such acceleration is rescinded, then any acceleration of the Subordinated Debt shall also be deemed automatically rescinded and any Collection Action commenced by Subordinated Creditor shall also be immediately discontinued;
(ii) the passage of one hundred fifty (150) days from the delivery of a Subordinated Debt Default Notice to Senior Lender if any Subordinated Debt Default described therein shall not have been cured or waived within such period so long as, at least 10 days prior to the date on which Subordinated Creditor intends to take such Collection Action, Senior Lender have received written notice from Subordinated Creditor (which notice may be given prior to the end of such one hundred fifty (150) day period) of Subordinated Creditor’s intention to take such Collection Action; provided that (A) if a Subordinated Default which is the subject of any such notice has been cured or waived within such one hundred fifty (150) day period, the applicable notice shall be deemed automatically rescinded and shall have no further force or effect and any acceleration in respect of such Subordinated Default shall be deemed automatically rescinded and any Collection Action commenced by Subordinated Creditor and Subordinated Creditor shall also be immediately discontinued, and (B) a Subordinated Default which, to the actual knowledge of Subordinated Creditor, exists at or prior to the giving of any such notice may not serve as the basis for a subsequent notice by Subordinated Creditor under this clause (ii); or
(iii) a Proceeding involving any Obligor (other than any such Proceeding initiated by Subordinated Creditor).
(b) Notwithstanding anything to the foregoingcontrary contained in this Agreement or in any of the Subordinated Debt Documents, until the Senior Debt has been Paid in Full, Subordinated Creditor shall not, without the prior written consent of Senior Lender, take any Collection Action with respect to the Collateral or any property or assets of any Obligor securing the Subordinated Debt or take any Collection Action with respect to the Collateral if the Senior Lender has commenced and is diligently pursuing the collection of the Senior Debt and the enforcement or liquidation of the Collateral securing the Senior Debt; provided, that this sentence shall not be construed to limit or impair in any way the right of Subordinated Creditor to: (1) bid for, or purchase Collateral at any private or judicial foreclosure upon such Collateral initiated by any Person other than the Subordinated Creditor, so long as the Senior Debt is Paid in Full with the proceeds of such bid or a higher competing bid at such foreclosure, (2) join (but not control) any foreclosure or other judicial lien enforcement Proceeding with respect to the Collateral initiated by Senior Lender for the sole purpose of creating, perfecting, preserving or protecting such Subordinated Creditor’s security interest in the Collateral, (3) receive any remaining proceeds of Collateral after the Senior Debt has been Paid in Full, (4) file a claim, proof of claim or statement of interest with respect to all or any of the Subordinated Debt in any Proceeding, (5) file any responsive or defensive pleadings in opposition to any motion, claim, adversary Proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Subordinated Creditor relating to the Subordinated Debt, in each case in accordance with the terms of this Agreement, (6) file any financing statement or amendment necessary to perfect or continue the perfection of the subordinated security interests of Subordinated Creditor, and (7) vote on any plan of reorganization, make other filings and make any arguments and motions in any Proceeding as authorized by Section 4 above.
(c) Without limiting the provisions of Section 2, Section 3, or Section 4 above, (i) each Subordinated Creditor may file proofs of claim against until the Companies Senior Debt has been Paid in any Proceeding involving the Companies. Any Full, all Distributions or other proceeds of Collection Actions and/or any Enforcement Action Collateral obtained by any Subordinated Creditor (other than Reorganization Subordinated Securities) shall in any event be held in trust by it for the benefit of Agent and Senior Lenders Lender and promptly be paid or delivered to Agent for the benefit of Senior Lenders Lender in the form received until all Senior Debt is paid in full in cash received, (or other consideration acceptable to Agent in its sole discretion).
(cii) Notwithstanding anything contained herein subject to the contraryproviso to Section 5(b), if within 20 days any disposition of any acceleration Collateral or any assets of any Obligor is permitted under the terms of the Senior Debt Documents or is consented to by Senior Lenders Lender, in each case that results in the release of the security interests and liens securing the Senior Debt, Subordinated Creditor shall be deemed to have consented under the Subordinated Documents to such acceleration is rescinded disposition free and clear of any security interests and liens securing the Subordinated Debt (whether or not excluding any existing portion of the proceeds of such Collateral remaining after the Payment in Full of the Senior Default Debt) and to have waived the provisions of the Subordinated Documents to the extent necessary to permit such disposition, and (iii) until the Senior Debt has been cured Paid in Full, neither Senior Lender nor any Senior Secured Party shall have any obligation whatsoever to account for, allocate or waived), then all Collection Actions taken by the deliver to Subordinated Creditor in reliance on any proceeds or distributions received by Senior Lender or such acceleration shall likewise be rescindedSenior Secured Party as a result thereof.
(d) Notwithstanding anything in this Agreement In the event any purchaser at a UCC sale or any other exercise of lender remedies, or any lender (or such lender’s affiliates) to whom Subordinated Creditor’s rights have been pledged obtains title to the contrary, no provision herein shall prevent any rights of Subordinated Creditor from furnishing a notice under the Subordinated Debt Documents Documents, Senior Lender hereby acknowledges and agrees that any such transfer shall not constitute a breach or default under the Senior Documents, provided such purchaser or lender (or lender affiliate) shall comply with each of the terms and conditions set forth in this Agreement as they apply to any Company or Agent Subordinated Creditor as if such purchaser were the Subordinated Creditor, and such purchaser shall be deemed to preserve or enforce its rights with respect thereto, including (without limitation) notices have joined to this Agreement and assumed the Companies obligations of the existence of a Subordinated DefaultCreditor hereunder.
Appears in 1 contract
Samples: Intercreditor and Subordination Agreement (KonaTel, Inc.)
Subordinated Debt Standstill Provisions. (a) Until the Senior Debt is indefeasibly paid in full in cash (or other consideration acceptable and all commitments to Agent in its sole discretion)lend under the Senior Debt Documents shall be terminated, no neither the Indenture Trustee nor the Subordinated Creditor Investors shall, without the prior written consent of Agentthe Senior Lender, take any Enforcement Action with respect to the Subordinated Debt or Debt, any Collateral, provided, however, that of the Subordinated Creditor may take any Collection Action with respect to the Subordinated Debt (but not against any Collateral or any other property or assets securing Subordinated Debt) upon the acceleration of all or any portion guarantor of the Senior Subordinated Debt.
(b) Notwithstanding the foregoing, (i) each Subordinated Creditor the Indenture Trustee may file proofs of claim against the Companies Borrower in any Proceeding involving the CompaniesBorrower. Any Distributions or other proceeds of any Enforcement Action obtained by the Indenture Trustee or any Subordinated Creditor (other than Reorganization Subordinated Securities) Investor shall in any event be held by it in trust by it for the benefit of Agent and the Senior Lenders Lender and promptly be paid or delivered to Agent for the benefit of Senior Lenders Lender in the form received until the Senior Debt is indefeasibly paid in full in cash and all commitments to lend under the Senior Debt Documents shall have been terminated.
(c) If any Distribution on account of the Subordinated Debt not permitted to be made by the Borrower or accepted by any Subordinated Investor under this Agreement is made and received by any Subordinated Investor, such Distribution shall not be commingled with any of the assets of such Subordinated Investor, shall be held in trust by Subordinated Investor for the benefit of the Senior Lender and shall be promptly paid over to the Senior Lender for application (in accordance with the Senior Debt Documents) to the payment of the Senior Debt then remaining unpaid, until all of the Senior Debt is paid in full in cash (or other consideration acceptable to Agent in its sole discretion)full.
(c) Notwithstanding anything contained herein to the contrary, if within 20 days of any acceleration of the Senior Debt by Senior Lenders such acceleration is rescinded (whether or not any existing Senior Default has been cured or waived), then all Collection Actions taken by the Subordinated Creditor in reliance on such acceleration shall likewise be rescinded.
(d) Notwithstanding anything in this Agreement to the contrary, no provision herein shall prevent any Subordinated Creditor from furnishing a notice under the Subordinated Debt Documents or this Agreement to any Company or Agent to preserve or enforce its rights with respect thereto, including (without limitation) notices to the Companies of the existence of a Subordinated Default.
Appears in 1 contract
Subordinated Debt Standstill Provisions. (a) 2.4.1. Until the Senior Debt is indefeasibly paid in full in cash (or other consideration acceptable and all commitments to Agent in its sole discretion)lend under the Senior Debt Documents shall be terminated, no Subordinated Creditor shallshall not, without the prior written consent of AgentSenior Lender, take any Enforcement Action with respect to the Subordinated Debt or any CollateralDebt, provided, however, that the Subordinated Creditor may take any Collection Action with respect to the Subordinated Debt (but not against any Collateral or any other property or assets securing Subordinated Debt) upon the until acceleration of all or any portion of the Senior Debt.
Debt and in any event no earlier than ten (b10) days after Senior Lender’s receipt of written notice of Subordinated Creditor’s intention to take any such Enforcement Action. Notwithstanding the foregoing, (i) each Subordinated Creditor may file proofs of claim against the Companies Company in any Proceeding involving the CompaniesCompany. Any Distributions or other proceeds of any Enforcement Action obtained by any Subordinated Creditor (other than Reorganization Subordinated including but not limited to Distributions of money or property with respect to any Plan Securities) shall in any event be held in trust by it for the benefit of Agent and Senior Lenders Lender and promptly be paid or delivered to Agent for the benefit of Senior Lenders Lender in the form received until all Senior Debt is indefeasibly paid in full in cash (or other consideration acceptable and any commitment to Agent in its sole discretion)lend under the Senior Debt Documents shall have been terminated.
(c) 2.4.2. Notwithstanding anything contained herein to the contrary, if within 20 days of any following the acceleration of the Senior Debt by Senior Lenders Lender such acceleration is rescinded (whether or not any existing Senior Default has been cured or waived), then all Collection Enforcement Actions taken by the Subordinated Creditor in reliance on such acceleration shall likewise be rescinded.
(d) Notwithstanding anything in this Agreement to the contrary, no provision herein shall prevent any Subordinated Creditor from furnishing a notice under the Subordinated Debt Documents or this Agreement to any Company or Agent to preserve or enforce its rights with respect thereto, including (without limitation) notices to the Companies of the existence of a Subordinated Default.
Appears in 1 contract
Samples: Senior First Priority Secured Promissory Note (Prospect Global Resources Inc.)
Subordinated Debt Standstill Provisions. (a) Until the Senior Debt is has been indefeasibly paid in full in cash (or other consideration acceptable and all commitments to Agent in its sole discretion)lend under the Senior Debt Documents shall have been terminated, no Subordinated Creditor shallCreditors shall not, without the prior written consent of Agent, take any Enforcement Action with respect to the Subordinated Debt or any Collateral, provided, however, that the Subordinated Creditor may take any Collection Action with respect to the Subordinated Debt (but not against any Collateral or any other property or assets securing Subordinated Debt) upon the acceleration of all or any portion of the Senior Debt.
(b) . Notwithstanding the foregoing, (i) each Subordinated Creditor Creditors may file proofs of claim against the Companies Company in any Proceeding involving the CompaniesCompany. Any Distributions or other proceeds of any Enforcement Action obtained by any Subordinated Creditor (other than Reorganization Subordinated Securities) in violation of the foregoing prohibition shall in any event be held in trust by it for the benefit of Agent and Senior Lenders and promptly be paid or delivered to Agent for the benefit of Senior Lenders in the form received until all Senior Debt is has been indefeasibly paid in full in cash (or other consideration acceptable and all commitments to Agent in its sole discretion).
(c) Notwithstanding anything contained herein to the contrary, if within 20 days of any acceleration of lend under the Senior Debt by Documents shall have been terminated. For the avoidance of doubt, each Subordinated Creditor hereby agrees that, upon receipt of any Distributions or other amounts arising from any Liens granted in favor thereto on assets or properties not constituting Collateral, such Subordinated Creditor shall hold such Distributions or other amounts in trust for the benefit of Agent and Senior Lenders and promptly pay or deliver such acceleration is rescinded (whether Distributions or not any existing other amounts to Agent for the benefit of Senior Default Lenders in the form received until all Senior Debt has been cured or waived), then indefeasibly paid in full in cash and all Collection Actions taken by the Subordinated Creditor in reliance on such acceleration shall likewise be rescinded.
(d) Notwithstanding anything in this Agreement commitments to the contrary, no provision herein shall prevent any Subordinated Creditor from furnishing a notice lend under the Subordinated Senior Debt Documents or this Agreement to any Company or Agent to preserve or enforce its rights with respect thereto, including (without limitation) notices to the Companies of the existence of a Subordinated Defaultshall have been terminated.
Appears in 1 contract
Samples: Affiliate Subordination Agreement (Unigene Laboratories Inc)
Subordinated Debt Standstill Provisions. (a) Until the Senior Debt is paid Paid in full in cash (or other consideration acceptable to Agent in its sole discretion)Full, no the Subordinated Creditor shallCreditors shall not, without the prior written consent of Agent, take any Enforcement Action with respect to the Subordinated Debt or Debt, until the earliest to occur of the following and in any Collateral, provided, however, that the event no earlier than five (5) days after Agent’s receipt of written notice of Subordinated Creditor may Creditors’ intention to take any Collection such Enforcement Action with respect to the Subordinated Debt (but not against any Collateral or any other property or assets securing Subordinated Debteach, a “Standstill Period”):
(i) upon the acceleration of all or any portion of the Senior Debt.;
(bii) the passage of 120 days from the delivery of a Subordinated Debt Default Notice to Agent if any Subordinated Debt Default described therein shall not have been cured or waived within such period:
(iii) the commencement of a Proceeding against any Company: or
(iv) the initiation by the Agent or the Senior Lenders of any foreclosure, suit, action or proceeding with respect to a material portion (individually or in the aggregate) of the Collateral. Notwithstanding the foregoing, the Subordinated Creditors may (i) each Subordinated Creditor may file proofs of claim against the Companies any Company in any Proceeding involving such Company and (ii) deliver notice to the CompaniesObligors of an election by the Required Subordinated Creditors to institute the default rate of interest to the extent permitted pursuant to the Subordinated Note Documents; provided that such incremental default interest is paid in kind and not in cash. Any Distributions or other proceeds of any Enforcement Action obtained by any Subordinated Creditor (other than Reorganization Subordinated Securities) shall in any event be held in trust by it for the benefit of Agent and Senior Lenders and promptly be paid or delivered to Agent for the benefit of Senior Lenders in the form received until all Senior Debt is paid Paid in full Full. The parties hereto acknowledge and agree that each Standstill Period shall relate to a specific Subordinated Debt Default and upon the termination of such Standstill Period pursuant to the terms described above, the Subordinated Creditors may take any Enforcement Action under and pursuant to the Subordinated Debt Documents with respect to such Subordinated Debt Default (unless such Subordinated Debt Default is cured or waived) whether or not a subsequent Standstill Period may be in cash (or other consideration acceptable place with respect to Agent in its sole discretion)another Subordinated Debt Default.
(cb) Notwithstanding anything contained herein to the contrary, if within 20 days of any following the acceleration of the Senior Debt by Senior Lenders such acceleration is rescinded (whether or not any existing Senior Default has been cured or waived), then all Collection Enforcement Actions taken by the Subordinated Creditor in reliance on such acceleration Creditors shall likewise be rescindedrescinded if such Enforcement Action is based solely on clause (i) of paragraph (a) of this subsection 2.4.
(d) Notwithstanding anything in this Agreement to the contrary, no provision herein shall prevent any Subordinated Creditor from furnishing a notice under the Subordinated Debt Documents or this Agreement to any Company or Agent to preserve or enforce its rights with respect thereto, including (without limitation) notices to the Companies of the existence of a Subordinated Default.
Appears in 1 contract
Samples: Subordination and Intercreditor Agreement (CBaySystems Holdings LTD)
Subordinated Debt Standstill Provisions. (a) The Subordinated Creditor will use its commercially reasonable efforts to provide Agent with a Subordinated Debt Default Notice concurrent with providing any such notice to a Loan Party; provided that the failure to so provide such notice shall not adversely affect the rights of the Subordinated Creditor with respect to the Subordinated Debt Default(s) specified therein or otherwise except as otherwise provided herein.
(b) Until the Discharge of the Senior Debt is paid in full in cash (or other consideration acceptable to Agent in its sole discretion)Debt, no the Subordinated Creditor shallshall not, without the prior written consent of Agent, take any Enforcement Action with respect to the Subordinated Debt or any CollateralDebt, provideduntil the earliest to occur of the following (and, however, that the Subordinated Creditor may take any Collection Action with respect to clause (ii) below, no earlier than ten (10) Business Days after Agent’s receipt of written notice of Subordinated Creditor’s intention to take any such Enforcement Action (which notice may be delivered during the Subordinated Debt Standstill Period)):
(but not against any Collateral or any other property or assets securing Subordinated Debti) upon the acceleration of all or any portion of the Senior Debt.;
(bii) Notwithstanding the foregoing, expiration of the applicable Standstill Period so long as the Subordinated Debt Default for which the Subordinated Debt Default Notice was delivered is still continuing at such time; or
(iiii) each Subordinated Creditor may file proofs the commencement of claim against the Companies in any a Proceeding involving the Companies. a Loan Party; Any Distributions or other proceeds of any Enforcement Action (in each case, other than Permitted Subordinated Debt Payments made in compliance with the terms of this Agreement, any Permitted Third Party Payment, any payments permitted pursuant to Section 2.3(b) hereof (unless at the time of receipt of such payment the Senior Debt is then due and payable) and any Offset Repayment) obtained by any the Subordinated Creditor (other than Reorganization in respect of the Subordinated Securities) Debt shall in any event be held in trust by it for the benefit of Agent and Senior Lenders and promptly be paid or delivered to Agent for the benefit of Senior Lenders in the form received until all the Discharge of the Senior Debt is paid in full in cash (or other consideration acceptable to Agent in its sole discretion)has occurred.
(c) Notwithstanding anything contained herein to the contrary, if within 20 days of any following the acceleration of the Senior Debt by Senior Lenders such acceleration is rescinded (whether or not any existing Senior Default has been cured or waived)) in writing by the Agent, then all Collection Enforcement Actions taken by the Subordinated Creditor in reliance on such acceleration shall likewise be rescindedrescinded if such Enforcement Action is based solely on clause (i) of paragraph (b) of this Section 2.4 and such recission can be made without liability or prejudice to the Subordinated Creditor.
(d) Notwithstanding anything in this Agreement contained herein to the contrary, no provision herein shall prevent any the Subordinated Creditor at any time and from furnishing a notice time to time may take any action described in clauses (i) through (viii) of the proviso at the end of the definition of “Enforcement Action”.
(e) The Subordinated Creditor hereby:
(i) agrees that it will not take any action, other than as expressly permitted under this Agreement, that would restrain, hinder, limit, delay, or otherwise interfere with the rights and remedies of the Agent or any Senior Lender, or any action that is otherwise prohibited hereunder;
(ii) waives any and all rights the Subordinated Creditor may have to object to the manner in which the Agent or any of the other Senior Lenders, seek to enforce or collect the Senior Debt or the liens securing the Senior Debt granted in any assets of any Loan Party, regardless of whether any action or failure to act by or on behalf of the Agent or any other Senior Agent is adverse to the interest of the Subordinated Creditor;
(iii) agrees not to contest, protest, or object to any exercise of rights and remedies arising pursuant to the Senior Debt Documents or this Agreement by any Senior Lender; and
(iv) acknowledges and agrees that no covenant, agreement or restriction contained in the Subordinated Debt Documents shall be deemed to restrict in any way the rights and remedies of the Agent or the other Senior Lenders with respect to any Company or Agent to preserve or enforce its rights with respect thereto, including (without limitation) notices to liens on any assets of any Loan Party securing the Companies of the existence of a Subordinated DefaultSenior Debt.
Appears in 1 contract
Subordinated Debt Standstill Provisions. (ai) Until the Senior Debt is paid in full in cash (or other consideration acceptable to Agent in its sole discretion)Obligations are Paid-In-Full, no the Subordinated Creditor shall, without the prior written consent of Agent, shall not take any Enforcement Action with respect to the Subordinated Debt or any Collateral, provided, however, that the Subordinated Creditor may take any Collection Action with respect to the Subordinated Debt (but not against any Collateral or any other property or assets securing Subordinated Debt) upon the acceleration of all or any portion of the Senior Debt.
(b) . Notwithstanding the foregoing, (i) each the Subordinated Creditor may file proofs of claim against the Companies any Obligor and vote such claims in any Proceeding involving the Companiessuch Obligor. Any Distributions or other proceeds of any Enforcement Action obtained by any the Subordinated Creditor (other than Reorganization Subordinated Securities) shall in any event be held in trust by it for the benefit of the Senior Agent and the other Senior Lenders Creditors and promptly be paid or delivered to the Senior Agent for the benefit of the Senior Lenders Creditors in the form received until all Senior Debt is paid in full in cash (or other consideration acceptable to Agent in its sole discretion)Obligations are Paid-In-Full.
(cii) Notwithstanding anything contained herein to the contrary, if within 20 days of any following the acceleration of the Senior Debt Obligations by the Senior Lenders Creditors such acceleration is rescinded (whether or not any existing Senior Debt Default has been cured or waived), then all Collection Enforcement Actions taken by the Subordinated Creditor in reliance on such acceleration shall likewise be rescindedrescinded if such Enforcement Actions are based solely on the acceleration of the Senior Obligations.
(diii) Notwithstanding anything in this Agreement herein to the contrary, no provision herein shall prevent any the Subordinated Creditor from furnishing (i) taking any action described in clause (b) of the definition of “Enforcement Action” strictly to the extent necessary to prevent any claim becoming time-barred as a notice result of any applicable statute of limitation or similar restriction on claims or (ii) seeking specific performance to compel the Obligors to comply with an obligation under the Subordinated Debt Documents or this Agreement to any Company or Agent to preserve or enforce its rights with respect theretoDocuments, including (without limitation) notices to the Companies of the existence of so long as it is not accompanied by a Subordinated Defaultclaim for monetary damages.
Appears in 1 contract
Samples: Subordination Agreement (Allis Chalmers Energy Inc.)
Subordinated Debt Standstill Provisions. (a) Until the Senior Debt is indefeasibly paid in full in cash (or other consideration acceptable and all commitments to Agent in its sole discretion)lend under the Senior Debt Documents shall be terminated, no Subordinated Creditor shallthe Initial Sub-debt Holders shall not, without the prior written consent of Agentthe Senior Lender, take any Enforcement Action with respect to the Subordinated Debt or Debt, any Collateral, provided, however, that of the Subordinated Creditor may take any Collection Action with respect to the Subordinated Debt (but not against any Collateral or any other property or assets securing Subordinated Debt) upon the acceleration of all or any portion guarantor of the Senior Subordinated Debt.
(b) Notwithstanding the foregoing, (i) each Subordinated Creditor the Initial Sub-debt Holders may file proofs of claim against the Companies Borrower in any Proceeding involving the CompaniesBorrower. Any Distributions or other proceeds of any Enforcement Action obtained by any Subordinated Creditor (other than Reorganization Subordinated Securities) an Initial Sub-debt Holder shall in any event be held by it in trust by it for the benefit of Agent and the Senior Lenders Lender and promptly be paid or delivered to Agent for the benefit of Senior Lenders Lender in the form received until the Senior Debt is indefeasibly paid in full in cash and all commitments to lend under the Senior Debt Documents shall have been terminated.
(c) If any Distribution on account of the Subordinated Debt not permitted to be made by the Borrower or accepted by any Initial Sub-debt Holder under this Agreement is made and received by any Initial Sub-debt Holder, such Distribution shall not be commingled with any of the assets of such Initial Sub-debt Holder, shall be held in trust by such Initial Sub-debt Holder for the benefit of the Senior Lender and shall be promptly paid over to the Senior Lender for application (in accordance with the Senior Debt Documents) to the payment of the Senior Debt then remaining unpaid, until all of the Senior Debt is paid in full in cash (or other consideration acceptable to Agent in its sole discretion)full.
(c) Notwithstanding anything contained herein to the contrary, if within 20 days of any acceleration of the Senior Debt by Senior Lenders such acceleration is rescinded (whether or not any existing Senior Default has been cured or waived), then all Collection Actions taken by the Subordinated Creditor in reliance on such acceleration shall likewise be rescinded.
(d) Notwithstanding anything in this Agreement to the contrary, no provision herein shall prevent any Subordinated Creditor from furnishing a notice under the Subordinated Debt Documents or this Agreement to any Company or Agent to preserve or enforce its rights with respect thereto, including (without limitation) notices to the Companies of the existence of a Subordinated Default.
Appears in 1 contract
Samples: Subordination Agreement (Heron Lake BioEnergy, LLC)
Subordinated Debt Standstill Provisions. (a) Until the Senior Debt is paid in full in cash (or other consideration acceptable to Agent in its sole discretion), no Subordinated Creditor shall, without the prior written consent of Agent, take any Enforcement Action with respect to the Subordinated Debt or any Collateral, providedPROVIDED, howeverHOWEVER, that the Subordinated Creditor Creditors may take any Collection Action with respect to the Subordinated Debt (but not against any Collateral or any other property or assets securing Subordinated Debt) upon the acceleration of all or any portion of the Senior Debt.
(b) Notwithstanding the foregoing, (i) each Subordinated Creditor may file proofs of claim against the Companies Company in any Proceeding involving the CompaniesCompany. Any Distributions or other proceeds of any Enforcement Action obtained by any Subordinated Creditor (other than Reorganization Subordinated Securities) shall in any event be held in trust by it for the benefit of Agent and Senior Lenders and promptly be paid or delivered to Agent for the benefit of Senior Lenders in the form received until all Senior Debt is paid in full in cash (or other consideration acceptable to Agent in its sole discretion).
(c) Notwithstanding anything contained herein to the contrary, if within 20 days of any acceleration of the Senior Debt by Senior Lenders such acceleration is rescinded (whether or not any existing Senior Default has been cured or waived), then all Collection Actions taken by the Subordinated Creditor Creditors in reliance on such acceleration shall likewise be rescinded.
(d) Notwithstanding anything in this Agreement to the contrary, no provision herein shall prevent any Subordinated Creditor from furnishing a notice under the Subordinated Debt Documents or this Agreement to any the Company or Agent to preserve or enforce its rights with respect thereto, including (without limitation) notices to the Companies Company of the existence of a Subordinated Default.
(e) Notwithstanding anything in this Agreement to the contrary, if at any time hereafter, the Company fails to pay, when due (other than because of a bona fide payment dispute then being prosecuted in good faith by the Company), any payment in respect of the Subordinated Notes otherwise then permitted to be paid pursuant to said Section 2.3(c) or Section 2.3(d) above, Subordinated Creditors may take Enforcement Action with respect to the Subordinated Debt to collect such payment(s) then due, PROVIDED that the Subordinated Creditors first shall have given Agent at least 90 days prior written notice of such payment default and their intent to take Enforcement Action pursuant hereto in respect thereof; and, PROVIDED, FURTHER, that, as to any payments then permitted to be paid under Section 2.3(c) above, subsequent thereto, either within such 90 day period or thereafter (including during the pendency of any such Enforcement Action being taken by Subordinated Creditors), the Company and the Subordinated Creditors do not receive from Agent the written notice that a Senior Default has occurred and is continuing, in which case Subordinated Creditors shall delay the commencement of, or desist in, any such Enforcement Action in respect of such payments unless and until Subordinated Creditors and the Company have received written notice from Agent that such Senior Default has been waived (which Agent agrees to provide promptly after the Senior Lenders have waived such Senior Default).
Appears in 1 contract
Samples: Subordination and Intercreditor Agreement (Sandell Asset Management Corp)
Subordinated Debt Standstill Provisions. (a) Until the Senior Debt is paid Paid in full in cash (or other consideration acceptable to Agent in its sole discretion)Full, no Subordinated Creditor Party shall, without the prior written consent of Agent, take any Enforcement Action with respect to the Subordinated Debt or under any Collateral, of the Subordinated Debt Documents; provided, howeverthat upon the earliest to occur of (i) acceleration of the Senior Debt, (ii) the commencement of a Proceeding involving a Credit Party, in which case the provisions of Section 2.2 shall apply, and (iii) the passage of 180 days from the delivery of a Subordinated Debt Default Notice to Agent if any Subordinated Debt Default described therein shall not have been cured or waived within such period, and in any event no earlier than 10 days after Agent’s receipt of written notice of a Subordinated Party’s intention to take any such action, such Subordinated Party may (A) xxx for payment of the whole or any part of the Subordinated Debt, (B) accelerate the Subordinated Debt, or (C) exercise any other unsecured creditor remedy not otherwise prohibited by this Agreement (provided, that the in no event may a Subordinated Creditor may take Party commence or join with other Persons to commence a Proceeding or exercise any Collection Action rights or remedies with respect to the Subordinated Debt (but not against any Collateral or any other property or assets securing Subordinated Debt) upon the acceleration of all or any portion of the Senior Debt.
(b) Collateral). Notwithstanding the foregoingforegoing but subject to the provisions of Section 2.2(a)(ii), (i) each Subordinated Creditor Parties may file proofs of claim against the Companies any Credit Party in any Proceeding involving the Companiessuch Credit Party. Any Distributions or other proceeds of any Enforcement Action obtained by any Subordinated Creditor (other than Reorganization Subordinated Securities) Party shall in any event be held in trust by it for the benefit of Agent and Senior Lenders and promptly be paid or delivered to Agent for the benefit of Senior Lenders in the form received until all the Senior Debt is paid Paid in full in cash (or other consideration acceptable to Agent in its sole discretion)Full.
(cb) Notwithstanding anything contained herein to the contrary, if within 20 days of any following the acceleration of the Senior Debt by Senior Lenders such acceleration is rescinded (whether or not any existing Senior Default has been cured or waived), then all Collection Enforcement Actions taken by the Subordinated Creditor in reliance on such acceleration Parties shall likewise be rescindedrescinded if such Enforcement Action is based solely on clause (i) of paragraph (a) of this Section 2.4.
(d) Notwithstanding anything in this Agreement to the contrary, no provision herein shall prevent any Subordinated Creditor from furnishing a notice under the Subordinated Debt Documents or this Agreement to any Company or Agent to preserve or enforce its rights with respect thereto, including (without limitation) notices to the Companies of the existence of a Subordinated Default.
Appears in 1 contract
Samples: Subordination and Intercreditor Agreement (Tontine Capital Partners L P)
Subordinated Debt Standstill Provisions. (a) Until the Senior Debt is paid in full in cash (or other consideration acceptable and all commitments to Agent in its sole discretion)lend under the Senior Debt Documents have been terminated, no Subordinated Creditor shallshall not, without the prior written consent of Senior Agent, take any Enforcement Action with respect to the Subordinated Debt or Debt, until the earliest to occur of the following and in any Collateral, provided, however, that the event no earlier than five (5) business days after Senior Agent’s receipt of written notice of Subordinated Creditor may Creditor’s intention to take any Collection such Enforcement Action with respect to (which five (5) business day notice may be given during the Subordinated Debt 180 day period described in clause (but not against any Collateral or any other property or assets securing Subordinated Debtii) upon the below):
(i) acceleration of all or any portion of the Senior Debt;
(ii) the passage of 180 days from the delivery of a Subordinated Debt Default Notice to Senior Agent if any Subordinated Debt Default described therein shall not have been waived within such period; or
(iii) the occurrence of any Proceeding with respect to any Obligor or its assets.
(b) Notwithstanding the foregoing, (i) each Subordinated Creditor may may, subject to subsection 2.2(f), file proofs Proofs of claim Claim against the Companies any Obligor in any Proceeding involving the Companiessuch Obligor. Any Distributions or other proceeds of any Enforcement Action obtained by any Subordinated Creditor (other than Reorganization Subordinated Securities) in violation of this Agreement shall in any event be held in trust by it for the benefit of Senior Agent and (on behalf of Senior Lenders Lenders) and promptly be paid or delivered to Senior Agent for the benefit (on behalf of Senior Lenders Lenders) in the form received (together with any necessary endorsements or assignments) until all Senior Debt is paid in full in cash (or other consideration acceptable and all commitments to Agent in its sole discretion)lend under the Senior Debt Documents shall have been terminated.
(c) Notwithstanding anything contained herein to the contrary, if within 20 days of any following the acceleration of the Senior Debt by Senior Lenders Agent such acceleration is rescinded (whether or not any existing Senior Default has been cured or waived), then all Collection Enforcement Actions taken by the Subordinated Creditor in reliance on such acceleration shall likewise be rescindedrescinded if such Enforcement Action is based solely on clause (i) of paragraph (a) of this subsection 2.4.
(d) Notwithstanding anything in this Agreement Under no circumstances whatsoever shall Subordinated Creditor take any Enforcement Action, either directly or indirectly, against any assets or properties of the Obligors, including, without limitation, any Collateral which secures the Senior Debt.
(e) Nothing set forth herein to the contrary, no provision herein contrary shall prevent any the Subordinated Creditor from furnishing a notice under the Subordinated Debt Documents or this Agreement to any Company Obligor or Senior Agent to preserve or enforce its rights with respect thereto, including (without limitation) notices to the Companies Obligors of the existence of a Subordinated Debt Default.
Appears in 1 contract
Subordinated Debt Standstill Provisions. (a) Until the all Senior Debt is paid has been Paid in full in cash (or other consideration acceptable to Agent in its sole discretion)Full, no Subordinated Creditor shall, without the prior written consent of Agentthe Senior Agents, which consent may be granted or withheld by the Senior Agents in their respective sole and exclusive discretion, take any Enforcement Action with respect to the Subordinated Debt or any CollateralDebt. Notwithstanding the foregoing, provided, however, that the Subordinated Creditor may take any Collection Action Agent may:
(a) file a proof of claim or statement of interest, vote on a plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation, reorganization, arrangement, composition or extension), and make other filings, arguments and motions, with respect to the Subordinated Debt (but not and the Collateral in any Insolvency Proceeding commenced by or against any Collateral or any other property or assets securing Subordinated Debt) upon Loan Party, in each case to the acceleration of all or any portion extent not in contravention of the Senior Debt.terms of this Agreement;
(b) Notwithstanding take action to create, perfect, preserve or protect its Lien on the foregoingCollateral, so long as such actions are not adverse to the priority status of the Liens on the Collateral securing any Senior Debt or any Senior Agent’s or any other Senior Creditor’s right to exercise remedies;
(ic) each file necessary pleadings in opposition to a claim objecting to or otherwise seeking the disallowance of the Subordinated Debt or a Lien securing the Subordinated Debt;
(d) join (but not exercise control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by any Senior Agent or any other Senior Creditor, to the extent that such action could not reasonably be expected to interfere materially with the exercise of any secured creditor remedies by such Senior Agent of such other Senior Creditor, but no Subordinated Creditor may file proofs receive any proceeds thereof unless expressly permitted by this Agreement;
(e) collect any payment permitted to be paid by the Loan Parties pursuant to Section 2.1(a) hereof;
(f) commence any legal action for the purpose of claim against tolling the Companies in running of any Proceeding involving applicable statute of limitations; and/or
(g) make any demand upon any Loan Party or accelerate the Companiesmaturity of the Subordinated Debt. Any Distributions or other proceeds of any Enforcement Action obtained by any Subordinated Creditor (other than Reorganization Subordinated Securities) in violation of the foregoing prohibition shall in any event be held in trust by it for the benefit of Agent and the Senior Lenders Creditors and promptly be paid or delivered to Agent the Senior Agents, for the benefit of the applicable Senior Lenders Creditors, in the form received until all Senior Debt is paid has been Paid in full in cash Full. In addition, the Subordinated Agent, on behalf of each Subordinated Creditor, agrees that no Subordinated Creditor shall, without each Senior Agent’s prior written consent, file (or other consideration acceptable to Agent join with others in its sole discretion).
(c) Notwithstanding anything contained herein to the contrary, if within 20 days of any acceleration of the Senior Debt by Senior Lenders such acceleration is rescinded (whether or not any existing Senior Default has been cured or waivedfiling), then all Collection Actions taken by the Subordinated Creditor in reliance on such acceleration commence or join (unless each Senior Agent shall likewise be rescindedalso join) any involuntary Insolvency Proceeding against any Loan Party.
(d) Notwithstanding anything in this Agreement to the contrary, no provision herein shall prevent any Subordinated Creditor from furnishing a notice under the Subordinated Debt Documents or this Agreement to any Company or Agent to preserve or enforce its rights with respect thereto, including (without limitation) notices to the Companies of the existence of a Subordinated Default.
Appears in 1 contract
Samples: Subordination Agreement (Rubicon Technologies, Inc.)
Subordinated Debt Standstill Provisions. (a) Until the Senior Debt is indefeasibly paid in full in cash (or other consideration acceptable and all commitments to Agent in its sole discretion)lend under the Senior Debt Documents have been terminated, no Subordinated Creditor shallshall not, without the prior written consent of Agent, take any Enforcement Action with respect to the Subordinated Debt, until the earliest to occur of the following and in any event no earlier than five (5) days after Agent's receipt of written notice of Subordinated Creditor's intention to take any such Enforcement Action (which five day notice may be given during the 180 day period described in clause (ii) below):
(i) acceleration of the Senior Debt;
(ii) the passage of 180 days from the delivery of a Subordinated Debt Default Notice to Agent if any Subordinated Debt Default described therein shall not have been cured or waived within such period;
(iii) the occurrence of any Proceeding with respect to any Obligor or its assets;
(iv) the commencement by Agent or any Senior Lender of any judicial or non-judicial action or proceeding against any Obligor or any guarantor of the Senior Debt to (A) realize upon any collateral securing the Senior Debt or exercise any Collateralright or remedy with respect to such collateral, provided, however, that (B) enforce any of the Subordinated Creditor may take rights and remedies available to Agent or any Collection Action Senior Lender with respect to the Subordinated Senior Debt (but not against any Collateral or any other property collateral securing the Senior Debt, or assets securing Subordinated Debt(C) upon enforce payment of or to collect the acceleration of all whole or any portion part of the Senior Debt; or
(v) the occurrence of any Senior Default or Subordinated Debt Default arising from the merger, sale, liquidation, dissolution, or change of control of an Obligor.
(b) Notwithstanding the foregoingforegoing but subject to Section 2.2 hereof, (i) each Subordinated Creditor may vote, file proofs of claim and otherwise act with respect to the Subordinated Debt against the Companies any Obligor in any Proceeding involving the Companiessuch Obligor or its assets. Any Distributions (other than a Distribution of Reorganization Subordinated Securities permitted under Section 2.2(a) or Section 2.2(b)) or other proceeds of any Enforcement Action obtained by any Subordinated Creditor (other than Reorganization Subordinated Securities) shall in any event be held in trust by it for the benefit of Agent and Senior Lenders and promptly be paid or delivered to Agent for the benefit of Senior Lenders in the form received until all Senior Debt is paid in full in cash (or other consideration acceptable and all commitments to Agent in its sole discretion)lend under the Senior Debt Documents shall have been terminated.
(c) Notwithstanding anything contained herein to the contrary, if within 20 days of any following the acceleration of the Senior Debt by Senior Lenders such acceleration is rescinded (whether or not any existing Senior Default has been cured or waived), then all Collection Enforcement Actions taken by the Subordinated Creditor in reliance on such acceleration shall likewise be rescindedrescinded if such Enforcement Action is based solely on Section 2.4(a)(i).
(d) Notwithstanding anything in this Agreement herein to the contrary, no provision herein shall prevent any the Subordinated Creditor from furnishing a notice (i) taking any action described in clause (b) or (c) of the definition of "Enforcement Action" to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims or (ii) seeking specific performance or other injunctive relief to compel an Obligor to comply with an obligation under the Subordinated Debt Documents Documents, so long as it is not accompanied by a claim for, or this Agreement to any Company result in or Agent to preserve or enforce its rights with respect theretopotentially result in the receipt of, including (without limitation) notices to the Companies of the existence of a Subordinated Defaultmonetary damages.
Appears in 1 contract
Samples: Subordination and Intercreditor Agreement (Hillman Companies Inc)
Subordinated Debt Standstill Provisions. (a) Until the Senior Debt is indefeasibly paid in full in cash (or other consideration acceptable and all commitments to Agent in its sole discretion)lend under the Senior Debt Documents shall be terminated, no Subordinated Creditor shallshall not, without the prior written consent of AgentSenior Lender, take any Enforcement Action with respect to the Subordinated Debt or any CollateralDebt, provided, however, that the Subordinated Creditor may take any Collection Action with respect to the Subordinated Debt (but not against any Collateral or any other property or assets securing Subordinated Debt) upon the until acceleration of all or any portion of the Senior Debt.
Debt and in any event no earlier than ten (b10) days after Senior Lender’s receipt of written notice of Subordinated Creditor’s intention to take any such Enforcement Action. Notwithstanding the foregoing, (i) each Subordinated Creditor may file proofs of claim against the Companies Company in any Proceeding involving the CompaniesCompany. Any Distributions or other proceeds of any Enforcement Action obtained by any Subordinated Creditor (other than Reorganization Subordinated including but not limited to Distributions of money or property with respect to any Plan Securities) shall in any event be held in trust by it for the benefit of Agent and Senior Lenders Lender and promptly be paid or delivered to Agent for the benefit of Senior Lenders Lender in the form received until all Senior Debt is indefeasibly paid in full in cash (or other consideration acceptable and any commitment to Agent in its sole discretion)lend under the Senior Debt Documents shall have been terminated.
(cb) Notwithstanding anything contained herein to the contrary, if within 20 days of any following the acceleration of the Senior Debt by Senior Lenders Lender such acceleration is rescinded (whether or not any existing Senior Default has been cured or waived), then all Collection Enforcement Actions taken by the Subordinated Creditor in reliance on such acceleration shall likewise be rescinded.
(d) Notwithstanding anything in this Agreement to the contrary, no provision herein shall prevent any Subordinated Creditor from furnishing a notice under the Subordinated Debt Documents or this Agreement to any Company or Agent to preserve or enforce its rights with respect thereto, including (without limitation) notices to the Companies of the existence of a Subordinated Default.
Appears in 1 contract
Samples: Subordination and Intercreditor Agreement (Prospect Global Resources Inc.)
Subordinated Debt Standstill Provisions. (a) Until the Senior Debt is paid in full in cash (or other consideration another form acceptable to Agent in its sole discretion)the Senior Lenders) and all commitments to lend under the Senior Debt Documents shall be terminated, no Subordinated Creditor shall, without the prior written consent of Agent, take any Enforcement Action with respect to the Subordinated Debt or Debt, until the earliest to occur of the following and in any Collateral, provided, however, that the event no earlier than ten (10) days after Agent's receipt of written notice of such Subordinated Creditor may Creditor's intention to take any Collection Action with respect to the Subordinated Debt such Enforcement Action:
(but not against any Collateral or any other property or assets securing Subordinated Debti) upon the acceleration of all or any portion of the Senior Debt.;
(bii) the expiration of the applicable Standstill Period; or
(iii) the commencement of a Proceeding. Notwithstanding the foregoing, (iA) each Subordinated Creditor may file proofs of claim against the Companies any Credit Party in any Proceeding involving such Credit Party and (B) each Subordinated Creditor may take such action as is available to such Subordinated Creditor to enforce issuance of the CompaniesInitial AHYDO Warrants and/or the Subsequent AHYDO Warrants, if applicable, as required pursuant to the Purchase Agreement. Any Distributions or other proceeds of any Enforcement Action obtained by any Subordinated Creditor (other than Reorganization Subordinated Securities) shall in any event be held in trust by it for the benefit of Agent and Senior Lenders and promptly be paid or delivered to Agent for the benefit of Senior Lenders in the form received until all Senior Debt is paid in full in cash (or other consideration another form acceptable to Agent in its sole discretion)the Senior Lenders) and all commitments to lend under the Senior Debt Documents shall have been terminated.
(cb) Notwithstanding anything contained herein to the contrary, if within 20 days of any following the acceleration of the Senior Debt by Senior Lenders such acceleration is rescinded (whether or not any existing Senior Default has been cured or waived), then all Collection Enforcement Actions taken by the any Subordinated Creditor in reliance on such acceleration shall likewise be rescindedrescinded if such Enforcement Action is based solely on clause (i) of paragraph (a) of this subsection 2.4.
(dc) Notwithstanding anything Except as provided in clause (B) of this Agreement subsection 2.4 with respect to the contraryInitial AHYDO Warrants and the Subsequent AHYDO Warrants, at no provision herein shall prevent time may any Subordinated Creditor from furnishing a notice under take any Enforcement Action with respect to any Special Permitted Subordinated Debt Payment that is not made when due pursuant to the Subordinated Debt Documents or this Agreement to any Company or Agent to preserve or enforce its rights with respect thereto, including (without limitation) notices to the Companies of the existence of a Subordinated DefaultDocuments.
Appears in 1 contract
Samples: Subordination and Intercreditor Agreement (American Coin Merchandising Inc)
