Subordination of Other Obligations. Any Indebtedness of the Borrower or any Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, provided that any such Indebtedness may be collected or received by the Obligee Guarantor at any time no Event of Default exists. Any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for the Administrative Agent on behalf of Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (RadNet, Inc.), First Lien Credit and Guaranty Agreement (RadNet, Inc.), Credit and Guaranty Agreement (RadNet, Inc.)
Subordination of Other Obligations. Any Indebtedness of the Borrower Borrowers or any Guarantor permitted under Section 6.1(b)(y) now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, provided that and any such Indebtedness may be collected or received by the Obligee Guarantor at any time no Event of Default exists. Any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties Beneficiaries to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof, it being understood that absent an Event of Default, the Credit Parties may make payments (whether of principal, interest or otherwise) to the Obligee Guarantor.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (General Growth Properties, Inc.), Credit and Guaranty Agreement (General Growth Properties, Inc.), Credit and Guaranty Agreement (New GGP, Inc.)
Subordination of Other Obligations. Any Indebtedness of the Borrower or any Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, provided that and, subject to the rights of the secured parties under the Existing Credit Agreement to any such Indebtedness may be collected or received by the Obligee Guarantor at Guarantor, any time no Event of Default exists. Any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties Beneficiaries to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Exopack Holding Corp), Credit and Guaranty Agreement (Exopack Holding Corp)
Subordination of Other Obligations. Any Indebtedness of the Borrower Holdings or Company or any Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”"OBLIGEE GUARANTOR") is hereby subordinated in right of payment to the Guaranteed Obligations, provided that and any such Indebtedness may be collected or received by the Obligee Guarantor at any time no Event of Default exists. Any such Indebtedness indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties Beneficiaries (or, after all Senior Obligations (other than contingent obligations) shall have been Indefeasibly Paid and all Senior Commitments cancelled, shall be paid in accordance with the directors of Requisite Class Lenders having Holdings Term Loan Exposure) to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Focal Communications Corp)
Subordination of Other Obligations. Any Indebtedness of the Borrower or any Guarantor permitted under Section 6.1(b)(ii) now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, provided that and any such Indebtedness may be collected or received by the Obligee Guarantor at any time no Event of Default exists. Any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties Beneficiaries to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof, it being understood that absent an Event of Default, the Credit Parties may make payments (whether of principal, interest or otherwise) to the Obligee Guarantor.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Northstar Realty Finance Corp.)
Subordination of Other Obligations. Any Indebtedness of the Borrower or any Guarantor permitted under Section 6.1(b)(ii) now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, provided that and any such Indebtedness may be collected or received by the Obligee Guarantor at any time no Event of Default exists. Any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties Beneficiaries to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof., it being understood that absent an Event of Default, the Credit Parties may make payments (whether of principal, interest or otherwise) to the Obligee Guarantor. Amended and Restated Credit and Guaranty Agreement LA\4027402.11 LA\4027402.11
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Northstar Realty Finance Corp.)
Subordination of Other Obligations. Any Indebtedness of the any Borrower or any Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, provided that and any such Indebtedness may be collected or received by the Obligee Guarantor at any time no Event of Default exists. Any such Indebtedness indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties Beneficiaries to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof; provided that so long as no Event of Default has occurred and is continuing any Indebtedness of the Borrowers or any Guarantor may be paid to and received by an Obligee Guarantor.
Appears in 1 contract
Subordination of Other Obligations. Any Indebtedness of the Borrower or any other Guarantor now or hereafter held by any other Guarantor (the “Obligee Guarantor”) ), whether as original creditor, assignee, or by way of subrogation, restitution or otherwise (the “Subordinated Obligations”), is hereby subordinated in right of payment to the Guaranteed Obligations, provided that and any such Indebtedness may be collected or received by the Obligee Guarantor at any time no Event of Default exists. Any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and while such Event of Default is continuing shall be held in trust for the First Lien Administrative Agent on behalf of Secured the Guaranteed Parties and and, following the request of the First Lien Administrative Agent, shall forthwith be paid over to the First Lien Administrative Agent for the benefit of Secured the Guaranteed Parties to be credited and applied against the Guaranteed Obligations but without otherwise affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.
Appears in 1 contract
Samples: First Lien Guaranty Agreement (Centric Brands Inc.)
Subordination of Other Obligations. Any Indebtedness of the Borrower or any other Guarantor now or hereafter held by any other Guarantor (the “Obligee Guarantor”) ), whether as original creditor, assignee, or by way of subrogation, restitution or otherwise (the “Subordinated Obligations”), is hereby subordinated in right of payment to the Guaranteed Obligations, provided that and any such Indebtedness may be collected or received by the Obligee Guarantor at any time no Event of Default exists. Any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and while such Event of Default is continuing shall be held in trust for the Second Lien Administrative Agent on behalf of Secured the Guaranteed Parties and and, following the request of the Second Lien Administrative Agent, shall forthwith be paid over to the Second Lien Administrative Agent for the benefit of Secured the Guaranteed Parties to be credited and applied against the Guaranteed Obligations but without otherwise affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.
Appears in 1 contract
Subordination of Other Obligations. Any Indebtedness of the Borrower or any Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, provided that and any such Indebtedness may be collected or received by the Obligee Guarantor at any time no Event of Default exists. Any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall will be held in trust for the Administrative Agent on behalf of Secured Parties and shall will forthwith be paid over to the Administrative Agent for the benefit of Secured Parties to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof; provided, that absent the occurrence and continuance of an Event of Default, the Borrower and/or any Guarantor may make payments to any Obligee Guarantor and any Obligee Guarantor may accept and receive such payments, in each case, to the extent not otherwise prohibited under this Agreement.
Appears in 1 contract
Samples: Pledge and Security Agreement (Lumentum Holdings Inc.)