Common use of Subordinated Debt Standstill Provisions Clause in Contracts

Subordinated Debt Standstill Provisions. 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 (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 the Subordinated Creditor thereof, Subordinated Creditor shall not, without the prior written consent of Senior Lender, take any Enforcement Action with respect to the Subordinated Debt during the time that such Event of Default is continuing; provided that, Senior Lender hereby agrees that it shall not accelerate the Senior Debt solely for the purpose of preventing Subordinated Creditor from taking an Enforcement Action in accordance with the terms of this Agreement. Notwithstanding the foregoing, Subordinated Creditor may file proofs of claim against the Borrower in any Proceeding involving the Borrower. Any Distributions or other proceeds of any Enforcement Action obtained by Subordinated Creditor in violation of the foregoing prohibition shall in any event be held in trust by it for the benefit of Senior Lender and promptly paid or delivered to Senior Lender in the form received until 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 and all commitments to lend under the Senior Debt Documents shall be terminated, Subordinated Creditor shall not file, join in the filing of, induce others to file, or cooperate in the filing of, an involuntary bankruptcy petition against the Borrower.

Subordinated Debt Standstill Provisions. Until the Senior Debt is has been indefeasibly paid in full in cash and all commitments to lend under the Senior Debt Documents shall be have been terminated, if an Event of Default (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 the Subordinated Creditor thereof, Subordinated Creditor Creditors shall not, without the prior written consent of Senior LenderAgent, take any Enforcement Action with respect to the Subordinated Debt during the time that such Event of Default is continuing; provided that, Senior Lender hereby agrees that it shall not accelerate the Senior Debt solely for the purpose of preventing Subordinated Creditor from taking an Enforcement Action in accordance with the terms of this AgreementDebt. Notwithstanding the foregoing, Subordinated Creditor Creditors may file proofs of claim against the Borrower Company in any Proceeding involving the BorrowerCompany. Any Distributions or other proceeds of any Enforcement Action obtained by any Subordinated Creditor in violation of the foregoing prohibition shall in any event be held in trust by it for the benefit of Agent and Senior Lender Lenders and promptly paid or delivered to Agent for the benefit of Senior Lender Lenders in the form received until such time that such Event of Default all Senior Debt has been cured or waived and is no longer continuing. Notwithstanding the foregoing, until the Senior Debt is indefeasibly paid in full in cash and all commitments to lend under the Senior Debt Documents shall be 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 not file, join hold such Distributions or other amounts in trust for the benefit of Agent and Senior Lenders and promptly pay or deliver such Distributions or other amounts to Agent for the benefit of Senior Lenders in the filing of, induce others form received until all Senior Debt has been indefeasibly paid in full in cash and all commitments to file, or cooperate in lend under the filing of, an involuntary bankruptcy petition against the BorrowerSenior Debt Documents shall have been terminated.

Subordinated Debt Standstill Provisions. Until the all 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 (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 the satisfaction of Senior Creditors, no Subordinated Creditor thereof, Subordinated Creditor shall notshall, without the prior written consent of Senior LenderAgent or Trustee (in accordance with the provisions of the Intercreditor Agreement), take any Enforcement Action with respect to the Subordinated Debt during the time Debt; PROVIDED, HOWEVER, that such Event of Default is continuing; provided that, Senior Lender hereby agrees that it shall not accelerate the Senior Debt solely for the purpose of preventing Subordinated Creditor from taking an Enforcement Action in accordance with the terms of this Agreement. Notwithstanding the foregoing, Subordinated Creditor Creditors may (a) file proofs of claim against the Borrower any Debtor in any Proceeding involving such Debtor and (b) in the Borrowerevent 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 Subordinated Creditor Creditors in violation of the foregoing prohibition shall in any event be held in trust by it for the benefit of Trustee and the Senior Lender Creditors and promptly 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 Lender Credit Agreement) and the Senior Creditors, as the case may be, in the form received until such time that such Event of Default has been cured or waived and is no longer continuing. Notwithstanding the foregoing, until the all Senior Debt is indefeasibly paid in full in cash and all commitments to lend under the satisfaction of Senior Debt Documents shall be terminated, Subordinated Creditor shall not file, join in the filing of, induce others to file, or cooperate in the filing of, an involuntary bankruptcy petition against the BorrowerCreditors.

Subordinated Debt Standstill Provisions. (a) Until the Senior Debt is indefeasibly paid Paid in full in cash and all commitments to lend under the Senior Debt Documents shall be terminatedFull, if an Event of Default (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 the no Subordinated Creditor thereof, Subordinated Creditor shall notParty shall, without the prior written consent of Senior LenderAgent, take any Enforcement Action with respect to the Subordinated Debt during or under any of the time Subordinated Debt Documents; provided, that such Event 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 is continuing; provided that, Senior Lender hereby agrees that it 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 Senior Debt solely for Subordinated Debt, or (C) exercise any other unsecured creditor remedy not otherwise prohibited by this Agreement (provided, that in no event may a Subordinated Party commence or join with other Persons to commence a Proceeding or exercise any rights or remedies with respect to the purpose of preventing Subordinated Creditor from taking an Enforcement Action in accordance with the terms of this AgreementCollateral). Notwithstanding the foregoingforegoing but subject to the provisions of Section 2.2(a)(ii), Subordinated Creditor Parties may file proofs of claim against the Borrower any Credit Party in any Proceeding involving the Borrowersuch Credit Party. Any Distributions or other proceeds of any Enforcement Action obtained by any Subordinated Creditor in violation of the foregoing prohibition Party shall in any event be held in trust by it for the benefit of Agent and Senior Lender Lenders and promptly paid or delivered to Agent for the benefit of Senior Lender Lenders in the form received until 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 Paid in full in cash and all commitments to lend under the Senior Debt Documents shall be terminated, Subordinated Creditor shall not file, join in the filing of, induce others to file, or cooperate in the filing of, an involuntary bankruptcy petition against the BorrowerFull.

Subordinated Debt Standstill Provisions. (a) Until the Senior Debt is indefeasibly paid Paid in full in cash and all commitments to lend under the Senior Debt Documents shall be terminatedFull, if an Event of Default (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 the no Subordinated Creditor thereof, Subordinated Creditor shall notParty shall, without the prior written consent of Senior LenderAgent, take any Enforcement Action with respect to the Subordinated Debt during or under any of the time Subordinated Debt Documents; provided, that such Event 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 is continuing; provided that, Senior Lender hereby agrees that it 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 Senior Debt solely for Subordinated Debt, or (C) exercise any other unsecured creditor remedy not otherwise prohibited by this Agreement (provided, that in no event may a Subordinated Party commence or join with other Persons to commence a Proceeding or exercise any rights or remedies with respect to the purpose of preventing Subordinated Creditor from taking an Enforcement Action in accordance with the terms of this AgreementCollateral). Notwithstanding the foregoingforegoing but subject to the provisions of Section 2.2(a)(ii), Subordinated Creditor Parties may file proofs of claim against the Borrower any Credit Party in any Proceeding involving the Borrowersuch Credit Party. Any Distributions or other proceeds of any Enforcement Action obtained by any Subordinated Creditor in violation of the foregoing prohibition Party shall in any event be held in trust by it for the benefit of Agent and Senior Lender Lenders and promptly paid or delivered to Agent for the benefit of Senior Lender Lenders in the form received until 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 Paid in full in cash and all commitments to lend under the Senior Debt Documents shall be terminated, Subordinated Creditor shall not file, join in the filing of, induce others to file, or cooperate in the filing of, an involuntary bankruptcy petition against the BorrowerFull.