Common use of Subordinated Obligations Clause in Contracts

Subordinated Obligations. GSRP shall not, directly or indirectly, (a) permit any payment to be made in respect of any indebtedness, liabilities or obligations, direct or contingent, which are subordinated by the terms thereof or by separate instrument to the payment of principal of, and interest and premium on, the Notes except in accordance with the terms of such subordination, (b) permit the amendment, rescission or other modification of any such subordination provisions of any of GSRP's subordinated obligations in such a manner as to affect adversely the Administrative Agent's Lien or the prior position of the Notes, or (c) permit the unscheduled prepayment or redemption of all or any part of any subordinated obligations of GSRP except in accordance with the terms of such subordination. GSRP shall cause each of the Parent and the Host Companies to subordinate all of its indebtedness, liabilities or obligations, direct or contingent, owing to it from GSRP to the payment of the Obligations. GSRP shall cause each of its other Affiliates to subordinate all indebtedness, liabilities or obligations, direct or contingent, owing to it from GSRP to the payment of the Obligations. The terms of such subordination shall be satisfactory to the Administrative Agent. Such subordination may permit payments by GSRP in respect of such subordinated indebtedness, liabilities or obligations if (i) no Default or Event of Default then exists or, after giving effect to such payment, would exist and (ii) GSRP would not be rendered insolvent, made unable to pay its debts as they come due or be left without adequate capital to pursue its business after giving effect to such payment.

Subordinated Obligations. GSRP shall notNo Borrower shall, directly or indirectly, (a) permit any payment to be made in respect of any indebtednessIndebtedness, liabilities or obligations, direct or contingent, which are subordinated by the terms thereof or by separate instrument to the payment of principal of, and interest and premium other amounts on, the Notes Loan, except in accordance with the terms of such subordination, (b) permit the amendment, rescission or other modification of any such subordination provisions of any of GSRP's Borrower’s subordinated obligations in such a manner as to affect adversely the Administrative Agent's ’s Lien or the prior position of the NotesLoan, or (c) permit the unscheduled prepayment or redemption of all or any part of any subordinated obligations of GSRP any Borrower except in accordance with the terms of such subordination. GSRP Each Borrower shall cause the members of such Borrower to subordinate all of their Indebtedness, direct or contingent, owing to it from such Borrower to the payment of the Obligations, other than ordinary course compensation obligations. Each Borrower shall cause each of the Parent and the Host Companies its other Affiliates to subordinate all of its indebtednessIndebtedness, liabilities or obligations, direct or contingent, owing to it from GSRP such Borrower to the payment of the Obligations. GSRP shall cause each of its , other Affiliates to subordinate all indebtedness, liabilities or than ordinary course compensation obligations, direct or contingent, owing to it from GSRP to the payment of the Obligations. The terms of such subordination shall be satisfactory to the Administrative Agent. Such subordination may permit payments by GSRP Notwithstanding anything to the contrary set forth in respect of such subordinated indebtednessthis Section 7.11, liabilities or obligations if (i) so long as no Default or Event of Default then exists orhas occurred and continues to exist, after giving effect to such payment, would exist and (ii) GSRP would not be rendered insolvent, made unable to pay its debts Borrowers may make payments on the JDI Junior Loan as they come due or be left without adequate capital to pursue its business after giving effect to such paymentpermitted under the Intercreditor Agreement.

Subordinated Obligations. GSRP shall Borrower will not, directly or indirectly, (ai) permit any payment to be made in respect of any indebtedness, liabilities or obligations, direct or contingent, (the "Subordinated Debt") to any of its shareholders or their affiliates or which are subordinated by the terms thereof or by separate instrument to the payment of principal of, and interest and premium on, the Notes Note, except that the Borrower may make and the Subordinated Lender may receive, accept and retain such payments so long as no Default or Event of Default under, and as defined, in accordance with the Loan Agreement shall have occurred and be continuing and such payments are in respect of regularly scheduled payments of principal and/or interest under the Subordinated Debt (the terms of such subordinationwhich regularly scheduled payments shall have previously been approved, in writing by the Agent in its sole discretion) provided that in no case may the Borrower make, or the Subordinated Lender accept, a prepayment of any principal and/or interest in respect of the Subordinated Debt, (bii) permit the amendment, rescission or other modification of any such subordination provisions of any of GSRPthe Borrower's subordinated obligations in such a manner as to affect adversely the Administrative AgentLien in and to the Collateral or Lender's Lien or senior priority position and entitlement as to payment and rights with respect to the prior position of Note and the NotesObligations, or (ciii) permit the unscheduled prepayment or redemption redemption, except for mandatory prepayments, of all or any part of Borrower's obligations to its shareholders, or of any subordinated obligations of GSRP the Borrower except in accordance with the terms of such subordination. GSRP shall cause each of the Parent and the Host Companies to subordinate all of its indebtedness, liabilities or obligations, direct or contingent, owing to it from GSRP to the payment of the Obligations. GSRP shall cause each of its other Affiliates to subordinate all indebtedness, liabilities or obligations, direct or contingent, owing to it from GSRP to the payment of the Obligations. The terms of such subordination shall be satisfactory to the Administrative Agent. Such subordination may permit payments by GSRP in respect of such subordinated indebtedness, liabilities or obligations if (i) no Default or Event of Default then exists or, after giving effect to such payment, would exist and (ii) GSRP would not be rendered insolvent, made unable to pay its debts as they come due or be left without adequate capital to pursue its business after giving effect to such payment.

Subordinated Obligations. GSRP The Borrower shall not, directly or indirectly, (a) permit any payment to be made in respect of any indebtedness, liabilities or obligations, direct or contingent, which are subordinated by the terms thereof or by separate instrument to the payment of principal of, and interest and premium on, the Notes except in accordance with the terms of such subordination, (b) permit the amendment, rescission or other modification of any such subordination provisions of any of GSRPthe Borrower's subordinated obligations in such a manner as to affect adversely the Administrative Agent's Lien or the prior position of the Notes, or (c) permit the unscheduled prepayment or redemption of all or any part of any subordinated obligations of GSRP the Borrower except in accordance with the terms of such subordination. GSRP The Borrower shall cause each of the Parent and the Host Companies to subordinate all of its indebtedness, liabilities or obligations, direct or contingent, owing to it from GSRP the Borrower to the payment of the Obligations. GSRP The Borrower shall cause each of its other Affiliates to subordinate all indebtedness, liabilities or obligations, direct or contingent, owing to it from GSRP the Borrower to the payment of the Obligations. The terms of such subordination shall be satisfactory to the Administrative Agent. Such subordination may permit payments by GSRP the Borrower in respect of such subordinated indebtedness, liabilities or obligations if (i) no Default or Event of Default then exists or, after giving effect to such payment, would exist and (ii) GSRP the Borrower would not be rendered insolvent, made unable to pay its debts as they come due or be left without adequate capital to pursue its business after giving effect to such payment.