Common use of Subordination of Claims Clause in Contracts

Subordination of Claims. Upon the occurrence and continuance of (i) an Event of Default or (ii) a mandatory prepayment having been triggered pursuant to Section 3.4(b) that is unpaid, no Borrower shall make any payments of any kind, directly or indirectly, on any debts and liabilities to any other Borrower, Investor, the Investment Adviser or the Administrator, whether now existing or hereafter arising and whether direct, indirect, several, joint and several, or otherwise, and howsoever evidenced or created (collectively, the “Other Claims”), but excluding payments to another Borrower to the extent such payments are solely used to pay a defaulted payment or mandatory prepayment, in each case, of the Obligations. All Other Claims, together with all Liens on assets securing the payment of the Other Claims shall at all times during the continuance of an Event of Default or during the existence of a mandatory prepayment having been triggered pursuant to Section 3.4(b) that is unpaid be subordinated to and inferior in right and in payment to the Obligations and all Liens on assets securing all or any portion of the Obligations of any Borrower, and each Borrower, the Investment Adviser and the Administrator each agrees to take such actions as are necessary to provide for such subordination between it and any other Borrower, the Investment Adviser and/or the Administrator. Each of the Investment Adviser and the Administrator acknowledges and agrees that at any time an Event of Default has occurred and is continuing or a mandatory prepayment has been triggered pursuant to Section 3.4(b) that is unpaid, the payment of any Other Claims due and owing to it from any Borrower shall be subordinated to and inferior in right and payment to the Obligations in all respects.

Subordination of Claims. Upon As used herein, the occurrence term “Subordinated Claims” means, with respect to Investors, each Loan Party, Investment Manager and continuance of (i) an Event of Default or (ii) a mandatory prepayment having been triggered pursuant to Section 3.4(b) that is unpaidGeneral Partner, no Borrower shall make any payments of any kind, directly or indirectly, on any all debts and liabilities to between or among any other Borrower, Investor, the Investment Adviser two or the Administratormore of such Persons, whether such debts and liabilities now existing exist or are hereafter arising and incurred or arise, or whether the obligations of such Person or Persons thereon be direct, indirectcontingent, primary, secondary, several, joint and several, or otherwise, and howsoever irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or created otherwise, and irrespective of the Person or Persons in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by any Loan Party or General Partner (collectively, the “Other Claims”), but excluding payments to another Borrower including by setoff pursuant to the extent terms of any applicable agreement). Subordinated Claims include all rights and claims of each Loan Party and General Partner against an Investor or Intermediary under the Constituent Documents of such payments are solely used Person or under the Subscription Agreements or Intermediary Subscription Agreements. At any time a Borrowing Base Deficiency exists, and until the mandatory prepayment pursuant to pay a defaulted payment or mandatory prepaymentSection 3.04 in connection therewith, if any, is paid and satisfied in each casefull, of the Obligations. All Other Claimsor, together with all Liens on assets securing the payment of the Other Claims shall at all times during the continuance existence and continuation of an Event of Default Default, neither any Loan Party nor General Partner may receive or collect, directly or indirectly any amount upon the Subordinated Claims, other than to obtain funds required to make any mandatory prepayment pursuant to Section 3.04. Notwithstanding the foregoing, at any time a Borrowing Base Deficiency exists, and until the mandatory prepayment pursuant to Section 3.04 in connection therewith, if any, is paid and satisfied in full, or, during the existence and continuation of a mandatory prepayment having been triggered an Event of Default, distributions may be paid to the extent permitted by Section 10.10. Any Liens, security interests, judgment liens, charges, or other encumbrances upon any Person’s assets securing payment of Subordinated Claims, including, but not limited to, any Liens or security interests on an Investor’s Subscribed Interest or an Intermediary’s Equity Interest in the applicable Pledgor, will be and remain inferior and subordinate in right of payment and of security to any Liens, security interests, judgment liens, charges, or other encumbrances upon an Investor’s or Intermediary’s assets securing such Investor’s or Intermediary’s obligations and liabilities to Secured Parties pursuant to Section 3.4(b) that is unpaid be subordinated to and inferior in right and in payment to the Obligations and all Liens on assets securing all or any portion of the Obligations Collateral Documents executed by such Person, regardless of whether such encumbrances in favor of any BorrowerLoan Party, and each BorrowerGeneral Partner or Secured Parties presently exist or are hereafter created or attach. Without the prior written consent of Administrative Agent, the Investment Adviser and the Administrator each agrees to take such actions as are necessary to provide for such subordination between it and any other Borrower, the Investment Adviser and/or the Administrator. Each of the Investment Adviser and the Administrator acknowledges and agrees that at any time when an Event of Default has occurred and is continuing continuing, no Loan Party nor General Partner may: (a) exercise or a mandatory prepayment has been triggered pursuant enforce any creditor’s or partnership right it may have against an Investor or Intermediary; (b) foreclose, repossess, sequester, or otherwise take steps or institute any action or proceedings (judicial or otherwise, including the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief, or insolvency proceeding) to Section 3.4(benforce any Liens, mortgages, deeds of trust, security interest, collateral rights, judgments or other encumbrances on assets of such Investor or Intermediary held by such Person; or (c) exercise any rights or remedies against an Investor or Intermediary under the Constituent Documents of such Person or the Subscription Agreements; provided that any action taken by Administrative Agent or the other Secured Parties in any Loan Party’s name, or any action taken by any Loan Party that is unpaidrequired under any Loan Document or to comply with any Loan Document, the payment will not be a violation of any Other Claims due and owing to it from any Borrower shall be subordinated to and inferior in right and payment to the Obligations in all respectsthis Section 5.03.

Subordination of Claims. Upon As used herein, the occurrence term “Subordinated Claims” means, with respect to Investors, each Borrower Party and continuance of Adviser (i) an Event of Default or (ii) a mandatory prepayment having been triggered pursuant with respect only to Section 3.4(b) that is unpaidits delegated right to make Capital Call Notices), no Borrower shall make any payments of any kind, directly or indirectly, on any all debts and liabilities to between or among any other Borrower, Investor, the Investment Adviser two or the Administratormore of such Persons, whether such debts and liabilities now existing exist or are hereafter arising and incurred or arise, or whether the obligations of such Person or Persons thereon be direct, indirectcontingent, primary, secondary, several, joint and several, or otherwise, and howsoever irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or created otherwise, and irrespective of the Person or Persons in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by any Borrower Party or Adviser (collectivelyincluding, the “Other Claims”)without limitation, but excluding payments to another Borrower by setoff pursuant to the extent such payments are solely used to pay a defaulted payment or mandatory prepayment, in each case, terms of the Obligationsany applicable agreement). All Other Claims, together with all Liens on assets securing the payment of the Other Subordinated Claims shall at include without limitation all times during rights and claims of each Borrower Party and Adviser against an Investor under the continuance Constituent Documents of an Event of Default such Person or during under the existence of Subscription Agreements. At any time that a mandatory prepayment having obligation has been triggered pursuant to Section 3.4(b) that 3.04 and until such time such amount shall be paid and satisfied in full, or, at such time as the Borrower is unpaid be subordinated to and inferior in right and in payment to the Obligations and all Liens on assets securing all aware of or any portion is notified of the Obligations existence and continuation of an Event of Default, neither any BorrowerBorrower Party nor Adviser shall receive or collect, and each Borrowerdirectly or indirectly any amount upon the Subordinated Claims, other than to obtain funds required to make any mandatory prepayment pursuant to Section 3.04; provided however, unless the Investment Borrower or the Adviser and the Administrator each agrees to take such actions as are necessary to provide for such subordination between it and any other Borrower, the Investment Adviser and/or the Administrator. Each of the Investment Adviser and the Administrator acknowledges and agrees is aware or is notified that at any time an Event of Default has occurred and is continuing or a mandatory prepayment has been triggered continuing, Borrower is permitted to pay management fees and other amounts owed to Adviser pursuant to the terms of the Investment Advisory Agreement and the Administration Agreement. Any Liens, security interests, judgment liens, charges, or other encumbrances upon any Person’s assets securing payment of Subordinated Claims, including, but not limited to, any Liens or security interests on an Investor’s Shareholder Interest in Borrower, shall be and remain inferior and subordinate in right of payment and of security to any Liens, security interests, judgment liens, charges, or other encumbrances upon an Investor’s assets securing such Investor’s obligations and liabilities to Lenders pursuant to any of the Collateral Documents executed by such Person, regardless of whether such encumbrances in favor of any Borrower Party, Adviser or Lenders presently exist or are hereafter created or attach. Without the prior written consent of Administrative Agent, subject to Section 3.4(b11.02, if the Borrower or Adviser is aware or is notified that an Event of Default has occurred and is continuing, no Borrower Party nor Adviser shall: (a) exercise or enforce any creditor’s or partnership right it may have against an Investor; (b) foreclose, repossess, sequester, or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation, the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief, or insolvency proceeding) to enforce any Liens, mortgages, deeds of trust, security interest, collateral rights, judgments or other encumbrances on assets of such Investor held by such Person; or (c) exercise any rights or remedies against an Investor under the Constituent Documents of such Person or the Subscription Agreements, provided that any action taken by Administrative Agent or Lenders in any Borrower Party’s name, or any action taken by any Borrower Party that is unpaidrequired under any Loan Document or to comply with any Loan Document, the payment shall not be a violation of any Other Claims due and owing to it from any Borrower shall be subordinated to and inferior in right and payment to the Obligations in all respects.this Section 5.03. 58

Subordination of Claims. Upon As used herein, the occurrence term “Subordinated Claims” means, with respect to Investors, each Borrower Party and continuance of Adviser (i) an Event of Default or (ii) a mandatory prepayment having been triggered pursuant with respect only to Section 3.4(b) that is unpaidits delegated right to make Capital Call Notices), no Borrower shall make any payments of any kind, directly or indirectly, on any all debts and liabilities to between or among any other Borrower, Investor, the Investment Adviser two or the Administratormore of such Persons, whether such debts and liabilities now existing exist or are hereafter arising and incurred or arise, or whether the obligations of such Person or Persons thereon be direct, indirectcontingent, primary, secondary, several, joint and several, or otherwise, and howsoever irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or created otherwise, and irrespective of the Person or Persons in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by any Borrower Party or Adviser (collectivelyincluding, the “Other Claims”)without limitation, but excluding payments to another Borrower by setoff pursuant to the extent such payments are solely used to pay a defaulted payment or mandatory prepayment, in each case, terms of the Obligationsany applicable agreement). All Other Claims, together with all Liens on assets securing the payment of the Other Subordinated Claims shall at include without limitation all times during rights and claims of each Borrower Party and Adviser against an Investor under the continuance Constituent Documents of an Event of Default such Person or during under the existence of Subscription Agreements. At any time that a mandatory prepayment having obligation has been triggered pursuant to Section 3.4(b) that 3.04 and until such time such amount shall be paid and satisfied in full, or, at such time as the Borrower is unpaid be subordinated to and inferior in right and in payment to the Obligations and all Liens on assets securing all aware of or any portion is notified of the Obligations existence and continuation of an Event of Default, neither any BorrowerBorrower Party nor Adviser shall receive or collect, and each Borrowerdirectly or indirectly any amount upon the Subordinated Claims, other than to obtain funds required to make any mandatory prepayment pursuant to Section 3.04; provided however, unless the Investment Borrower or the Adviser and the Administrator each agrees to take such actions as are necessary to provide for such subordination between it and any other Borrower, the Investment Adviser and/or the Administrator. Each of the Investment Adviser and the Administrator acknowledges and agrees is aware or is notified that at any time an Event of Default has occurred and is continuing or a mandatory prepayment has been triggered continuing, Borrower is permitted to pay management fees and other amounts owed to Adviser pursuant to the terms of the Investment Advisory Agreement and the Administration Agreement. 55 Any Liens, security interests, judgment liens, charges, or other encumbrances upon any Person’s assets securing payment of Subordinated Claims, including, but not limited to, any Liens or security interests on an Investor’s Shareholder Interest in Borrower, shall be and remain inferior and subordinate in right of payment and of security to any Liens, security interests, judgment liens, charges, or other encumbrances upon an Investor’s assets securing such Investor’s obligations and liabilities to Lenders pursuant to any of the Collateral Documents executed by such Person, regardless of whether such encumbrances in favor of any Borrower Party, Adviser or Lenders presently exist or are hereafter created or attach. Without the prior written consent of Administrative Agent, subject to Section 3.4(b11.02, if the Borrower or Adviser is aware or is notified that an Event of Default has occurred and is continuing, no Borrower Party nor Adviser shall: (a) exercise or enforce any creditor’s or partnership right it may have against an Investor; (b) foreclose, repossess, sequester, or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation, the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief, or insolvency proceeding) to enforce any Liens, mortgages, deeds of trust, security interest, collateral rights, judgments or other encumbrances on assets of such Investor held by such Person; or (c) exercise any rights or remedies against an Investor under the Constituent Documents of such Person or the Subscription Agreements, provided that any action taken by Administrative Agent or Lenders in any Borrower Party’s name, or any action taken by any Borrower Party that is unpaidrequired under any Loan Document or to comply with any Loan Document, the payment shall not be a violation of any Other Claims due and owing to it from any Borrower shall be subordinated to and inferior in right and payment to the Obligations in all respectsthis Section 5.03.