Subordination of Remedies. As long as any Senior Debt shall remain outstanding and unpaid, following the occurrence of any Event of Default and until such Event of Default is cured or waived, each Obligor shall not, without the prior written consent of the Agent: (a) accelerate, make demand, or otherwise make due and payable prior to the original due date thereof any Subordinated Debt or bring suit or institute any other actions or proceedings to enforce its rights or interests in respect of the obligations of any other Obligor owing to such Obligor; (b) exercise any rights under or with respect to guaranties of the Subordinated Debt, if any; (c) exercise any rights to set-offs and counterclaims in respect of any indebtedness, liabilities, or obligations of such Obligor to any other Obligor against any of the Subordinated Debt; or (d) commence, or cause to be commenced, or join with any creditor other than the Agent on behalf thereof in commencing, any bankruptcy, insolvency, or receivership proceeding against the other Obligor.
Appears in 2 contracts
Samples: Intercompany Subordination Agreement (Iron Age Holdings Corp), Intercompany Subordination Agreement (Frontstep Inc)
Subordination of Remedies. As long as any Senior Debt shall remain outstanding and unpaid, following the occurrence and during the continuance of any Event of Default with respect to any Senior Debt and until such Event of Default is cured or waivedBorrower shall have received written notice from the Agent, each Obligor Guarantor shall not, without the prior written consent of the Agent:
(a) accelerate, make demand, or otherwise make due and payable prior to the original due date thereof any Subordinated Debt or bring suit or institute any other actions or proceedings to enforce its rights or interests in respect of the obligations of any other Obligor Borrower owing to such ObligorGuarantor;
(b) exercise any rights under or with respect to guaranties of the Subordinated Debt, if any;
(c) exercise any rights to set-offs and counterclaims in respect of any indebtedness, liabilities, or obligations of such Obligor Guarantor to any other Obligor Borrower against any of the Subordinated Debt; or
(d) commence, or cause to be commenced, or join with any creditor other than Agent and the Agent on behalf thereof Lenders in commencing, any bankruptcy, insolvency, or receivership proceeding against the other ObligorBorrower.
Appears in 2 contracts
Samples: Intercompany Subordination Agreement (Ares Commercial Real Estate Corp), Intercompany Subordination Agreement (Ares Commercial Real Estate Corp)
Subordination of Remedies. As long as any Until the Discharge of Senior Debt shall remain outstanding and unpaidIndebtedness, following the occurrence of any Event of Default and until such Event of Default is cured or waivedwaived in accordance with the terms of the Credit Agreement, each Obligor Company shall not, without the prior written consent of the Agent:
(a) accelerate, make demand, or otherwise make due and payable prior to the original due date thereof any Intercompany Subordinated Debt or bring suit or institute any other actions or proceedings to enforce its rights or interests in respect of the obligations of any other Obligor owing to such ObligorCompany;
(b) exercise any rights under or with respect to guaranties of the Intercompany Subordinated Debt, if any;
(c) exercise any rights to set-offs and counterclaims in respect of any indebtedness, liabilities, or obligations of such Obligor Company to any other Obligor against any of the Intercompany Subordinated Debt; or
(d) commence, or cause to be commenced, or join with any creditor other than Agent and the Agent on behalf thereof other members of the Lender Group in commencing, any bankruptcy, insolvency, or receivership proceeding against the other any Obligor.
Appears in 2 contracts
Samples: Intercompany Subordination Agreement, Intercompany Subordination Agreement (Endologix Inc /De/)
Subordination of Remedies. As long as any Until Discharge of Senior Debt shall remain outstanding and unpaidDebt, following the occurrence and during the continuance of any Event of Default and until such Event of Default is cured or waived, each no Obligor shall notshall, without the prior written consent of the Agent:
(a) accelerate, make demand, or otherwise make due and payable prior to the original due date thereof any Subordinated Debt or bring suit or institute any other actions or proceedings to enforce its rights or interests in respect of the obligations of any other Obligor owing to such Obligor;
(b) exercise any rights under or with respect to guaranties of the Subordinated Debt, if any;
(c) exercise any rights to set-offs and counterclaims in respect of any indebtedness, liabilities, or obligations of such Obligor to any other Obligor against any of the Subordinated Debt; or
(d) commence, or cause to be commenced, or join with any creditor other than the Agent on behalf thereof or any Lender in commencing, any bankruptcy, insolvency, or receivership proceeding against the other Obligor.
Appears in 1 contract
Samples: Intercompany Subordination Agreement (Jack Cooper Logistics, LLC)
Subordination of Remedies. As long as any Senior Debt shall remain outstanding and unpaid, following the occurrence and during the continuance of any Event of Default and until such Event of Default is cured or waivedDefault, each no Obligor shall notshall, without the prior written consent of the Collateral Agent:
(a) accelerate, make demand, or otherwise make due and payable prior to the original due date thereof any Subordinated Debt or bring suit or institute any other actions or proceedings to enforce its rights or interests in respect of the obligations of any other Obligor owing to such Obligor;
(b) exercise any rights under or with respect to guaranties of the Subordinated Debt, if any;
(c) exercise any rights to set-offs and counterclaims in respect of any indebtedness, liabilities, or obligations of such Obligor to any other Obligor against any of the Subordinated Debt, except for ordinary course adjustments between Obligors; or
(d) commence, or cause to be commenced, or join with any creditor other than the Lender Group or Collateral Agent on behalf thereof thereof, in commencing, any bankruptcy, insolvency, or receivership proceeding against the other Obligor.
Appears in 1 contract
Subordination of Remedies. As long as any Until the Discharge of Senior Debt shall remain outstanding and unpaidIndebtedness, following the occurrence of any Event of Default and until such Event of Default is cured or waivedwaived in accordance with the terms of the Facility Agreement, each Obligor Company shall not, without the prior written consent of the Agent:
(a) accelerate, make demand, or otherwise make due and payable prior to the original due date thereof any Intercompany Subordinated Debt or bring suit or institute any other actions or proceedings to enforce its rights or interests in respect of the obligations of any other Obligor owing to such ObligorCompany;
(b) exercise any rights under or with respect to guaranties of the Intercompany Subordinated Debt, if any;
(c) exercise any rights to set-offs and counterclaims in respect of any indebtedness, liabilities, or obligations of such Obligor Company to any other Obligor against any of the Intercompany Subordinated Debt; or
(d) commence, or cause to be commenced, or join with any creditor other than Agent and the Agent on behalf thereof other Secured Parties in commencing, any bankruptcy, insolvency, or receivership proceeding against the other any Obligor.
Appears in 1 contract
Samples: Intercompany Subordination Agreement (Endologix Inc /De/)
Subordination of Remedies. As long as any Senior Debt shall remain outstanding and unpaid, following the occurrence of any Event of Default and until such Event of Default is cured or waived, each Obligor shall not, without the prior written consent of the Collateral Agent:
(a) accelerate, make demand, or otherwise make due and payable prior to the original due date thereof any Subordinated Debt or bring suit or institute any other actions or proceedings to enforce its rights or interests in respect of the obligations of any other Obligor owing to such Obligor;
(b) exercise any rights under or with respect to guaranties of the Subordinated Debt, if any;
(c) exercise any rights to set-offs and counterclaims in respect of any indebtedness, liabilities, or obligations of such Obligor to any other Obligor against any of the Subordinated Debt; or
(d) commence, or cause to be commenced, or join with any creditor other than the Lender Group, or Collateral Agent on behalf thereof thereof, in commencing, any bankruptcy, insolvency, or receivership proceeding against the other Obligor.
Appears in 1 contract
Samples: Intercompany Subordination Agreement (Elgar Holdings Inc)
Subordination of Remedies. As long as any Senior Debt shall remain outstanding and unpaid, following the occurrence of any Event of Default and until such Event of Default is cured or waived, each no Obligor shall notshall, without the prior written consent of the Agent:
(a) accelerate, make demand, or otherwise make due and payable prior to the original due date thereof any Subordinated Debt or bring suit or institute any other actions or proceedings to enforce its rights or interests in respect of the obligations of any other Obligor owing to such Obligor;
(b) exercise any rights under or with respect to guaranties of the Subordinated Debt, if any;
(c) exercise any rights to set-offs and counterclaims in respect of any indebtedness, liabilities, or obligations of such Obligor to any other Obligor against any of the Subordinated Debt; or
(d) commence, or cause to be commenced, or join with any creditor other than the Agent on behalf thereof or any Lender, in commencing, any bankruptcy, insolvencyInsolvency Proceeding, or receivership proceeding against the any other Obligor.
Appears in 1 contract
Samples: Intercompany Subordination Agreement (Composite Technology Corp)
Subordination of Remedies. As long as any Senior Debt shall remain outstanding and unpaidhave not been Paid in Full, following the occurrence of any Event of Default and until such Event of Default is cured or waived, each no Obligor shall notshall, without the prior written consent of the Collateral Agent:
(a) accelerate, make demand, or otherwise make due and payable prior to the original due date thereof any Subordinated Debt or bring suit or institute any other actions or proceedings to enforce its such Obligor's rights or interests in respect of the obligations of owed to it by any other Obligor owing to such Obligor;
(b) exercise any rights under or with respect to guaranties of the Subordinated Debt, if any;
(c) exercise any rights to set-offs and counterclaims in respect of any indebtedness, liabilities, or obligations of such Obligor to any other Obligor against any of the Subordinated Debt; or
(d) commence, or cause to be commenced, or join with any creditor other than the Agent on behalf thereof Agents or the Lenders, in commencing, any bankruptcy, insolvencyinsolvency proceeding, or receivership proceeding against the any other Obligor.
Appears in 1 contract
Samples: Subordination Agreement (Global Geophysical Services Inc)
Subordination of Remedies. As long as any Senior Debt shall remain outstanding and unpaid, following the occurrence of any Event of Default and until such Event of Default is cured or waived, each Obligor shall not, without the prior written consent of the Agent:
(a) accelerate, make demand, or otherwise make due and payable prior to the original due date thereof any Subordinated Debt or bring suit or institute any other actions or proceedings to enforce its rights or interests in respect of the obligations of any other Obligor owing to such Obligor;
(b) exercise any rights under or with respect to guaranties of the Subordinated Debt, if any;
(c) exercise any rights to set-offs and counterclaims in respect of any indebtedness, liabilities, or obligations of such Obligor to any other Obligor against any of the Subordinated Debt; or
(d) commence, or cause to be commenced, or join with any creditor other than the Lender Group or Agent on behalf thereof in commencing, any bankruptcy, insolvency, or receivership proceeding against the other Obligor.
Appears in 1 contract
Samples: Intercompany Subordination Agreement (Star Telecommunications Inc)
Subordination of Remedies. As long as any Senior Debt shall remain outstanding and unpaid, following the occurrence of any Event of Default and until such Event of Default is cured or waived, each Obligor other than any Borrower shall not, without the prior written consent of the Agent:
(a) accelerate, make demand, or otherwise make due and payable prior to the original due date thereof any Subordinated Debt or bring suit or institute any other actions or proceedings to enforce its rights or interests in respect of the obligations of any other Obligor owing to such Obligor;
(b) exercise any rights under or with respect to guaranties of the Subordinated Debt, if any;
(c) exercise any rights to set-offs and counterclaims in respect of any indebtedness, liabilities, or obligations of such Obligor to any other Obligor against any of the Subordinated Debt; or
(d) commence, or cause to be commenced, or join with any creditor other than Agent and the Agent on behalf thereof Lenders in commencing, any bankruptcy, insolvency, or receivership proceeding against the other ObligorObligors.
Appears in 1 contract
Samples: Intercompany Subordination Agreement (New York & Company, Inc.)