Common use of Subordination of Subordinated Debt Clause in Contracts

Subordination of Subordinated Debt. Each holder of Subordinated Debt, on its own behalf and on behalf of each subsequent holder of Subordinated Debt, covenants and agrees, that, to the extent and in the manner set forth in this Schedule 6.01(h), the Subordinated Debt, and the payment thereof from whatever source, are hereby expressly made subordinate and subject in right of payment to the prior payment in full in cash of all Senior Debt and in that connection hereby agrees that, except and to the extent permitted under Section 2.03 hereof, (a) no payment on account of the Subordinated Debt or any judgment with respect thereto shall be made by or on behalf of the Borrower and (b) such holder shall not (i) ask, demand, sue for, take or receive from the Borrower, by set-off or in any oxxxr manner, or (ii) seek any other remedy allowed at law or in equity against the Borrower for breach of the Borrower's obligations under the instruments representing such Subordinated Debt. In the event that, notwithstanding the foregoing provisions of this Section 2.01, any holder of Subordinated Debt shall have received any payment not permitted by the provisions of Section 2.03 hereof, including, without limitation, any such payment arising out of the exercise by any holder of Subordinated Debt of a right of set-off or counterclaim and any such payment received by reason of other Indebtedness of the Borrower being subordinated to the Subordinated Debt, then, and in any such event, such payment shall be held in trust for the benefit of, and shall be immediately paid over or delivered to, the Administrative Agent, to be paid to the Lenders, ratably according to the aggregate amounts remaining unpaid on account of the principal of, and interest and premium (if any) on, the Senior Debt held or represented by each Lender, for application to such Senior Debt remaining unpaid, whether or not then due and payable.

Subordination of Subordinated Debt. Each holder of Subordinated Debt, on its own behalf Creditor hereby unconditionally and on behalf of each subsequent holder of Subordinated Debt, irrevocably covenants and agrees, that, notwithstanding anything to the extent and contrary contained in the manner set forth in this Schedule 6.01(h), any of the Subordinated DebtDebt Documents or otherwise, and that the payment thereof from whatever source, are hereby expressly made of any and all of the Subordinated Debt shall be subordinate and subject in right and time of payment to the prior payment Payment in full in cash Full of all Senior Debt Debt. Furthermore, each Subordinated Creditor agrees, represents and warrants that it does not have and will not acquire (or cause to be acquired) or otherwise permit to exist (whether directly or through and agent or trustee), prior to Payment in that connection hereby agrees Full of all Senior Debt, any Lien against any Credit Party, any Credit Party’s subsidiary and/or any Credit Party’s or its Subsidiary’s property of any kind for purposes of securing or purporting to secure any or all of the Subordinated Debt, provided that, except and if notwithstanding this Section 2, the Subordinated Creditors (prior to the extent permitted Payment in Full of all Senior Debt) acquire (or cause to be acquired) or permit to exist any Lien on or against any Credit Party and/or its property (of any kind), then (x) each such Lien shall be promptly released, discharged and terminated of record and (y) until so released, discharged and/or terminated, each Credit Party hereto covenants and agrees, and each Subordinated Creditor by its acceptance of the benefits under Section 2.03 hereofSubordinated Debt Documents (whether upon original issue, (aupon transfer or assignment or otherwise) no payment on account likewise covenants and agrees, notwithstanding anything to the contrary contained in any of the Subordinated Debt Documents or otherwise that each and every now or hereafter obtained Lien of Senior Lender in any Collateral shall automatically (and without any further action) be senior, regardless of time, order, lack, defect or method of perfection or any judgment with respect thereto shall be made by other circumstance, to each and every now or on behalf hereafter obtained Lien of any of the Borrower and (b) such holder shall not (i) ask, demand, sue for, take or receive from Subordinated Creditors in the Borrower, by set-off or in any oxxxr manner, or (ii) seek any other remedy allowed at law or in equity against the Borrower for breach of the Borrower's obligations under the instruments representing such Subordinated Debt. In the event that, notwithstanding the foregoing provisions of this Section 2.01, any holder of Subordinated Debt shall have received any payment not permitted by the provisions of Section 2.03 hereof, including, without limitation, any such payment arising out of the exercise by any holder of Subordinated Debt of a right of set-off or counterclaim and any such payment received by reason of other Indebtedness of the Borrower being subordinated to the Subordinated Debt, then, and in any such event, such payment shall be held in trust for the benefit of, and shall be immediately paid over or delivered to, the Administrative Agent, to be paid to the Lenders, ratably according to the aggregate amounts remaining unpaid on account of the principal of, and interest and premium (if any) on, the Senior Debt held or represented by each Lender, for application to such Senior Debt remaining unpaid, whether or not then due and payableCollateral.

Subordination of Subordinated Debt. Each holder of Subordinated DebtThe Debtor, for itself and its respective successors and assigns, covenants and agrees, and the Creditor, on its own behalf and on behalf of each subsequent holder of Subordinated Debt, likewise covenants and agrees, that, to the extent and in the manner set forth in this Schedule 6.01(h)Agreement, the Subordinated Debt and the payment from whatever source of the principal of, and interest and premium (if any) on, the Subordinated Debt, and the payment thereof from whatever source, are hereby expressly made subordinate and subject in right of payment to the prior payment in full in cash of all Senior Debt and in that connection hereby agrees agree that, except and to the extent permitted under Section 2.03 hereof, (a) no payment on account of the Subordinated Debt or any judgment with respect thereto shall be made by or on behalf of the Borrower Debtor and (b) such holder the Creditor shall not (i) ask, demand, sue sxx for, take or receive from the BorrowerDebtor, by set-off set‑off or in any oxxxr mannerother manner payment on account of the Subordinated Debt, or (ii) seek any other remedy allowed at law or in equity against the Borrower Debtor for breach of the Borrower's Debtor’s obligations under the instruments representing such Subordinated Debt. In the event that, notwithstanding the foregoing provisions of this Section 2.01, any holder of Subordinated Debt the Creditor shall have received any payment not permitted by the provisions of Section 2.03 hereof, including, without limitation, any such payment arising out of the exercise by any holder of Subordinated Debt the Creditor of a right of set-off or counterclaim and any such payment received by reason of other Indebtedness indebtedness of the Borrower Debtor being subordinated to the Subordinated Debt, then, and in any such event, such payment shall be held in trust for the benefit of, and shall be immediately paid over or delivered to, the Administrative Agent, to be paid to the LendersHolders, ratably according to the aggregate amounts remaining unpaid on account of the principal of, and interest and premium (if any) on, the Senior Debt held or represented by each LenderHolder, for application to such Senior Debt remaining unpaid, whether or not then due and payable.

Subordination of Subordinated Debt. Each holder of Subordinated DebtThe Debtor, for itself and its respective successors and assigns, covenants and agrees, and the Creditor, on its own behalf and on behalf of each subsequent holder of Subordinated Debt, likewise covenants and agrees, that, to the extent and in the manner set forth in this Schedule 6.01(h)Agreement, the Subordinated Debt and the payment from whatever source of the principal of, and interest and premium (if any) on, the Subordinated Debt, and the payment thereof from whatever source, are hereby expressly made subordinate and subject in right of payment to the prior payment in full in cash of all Senior Debt and in that connection hereby agrees agree that, except and to the extent permitted under Section 2.03 hereof, (a) no payment on account of the Subordinated Debt or any judgment with respect thereto shall be made by or on behalf of the Borrower Debtor and (b) such holder the Creditor shall not (i) ask, demand, sue xxx for, take or receive from the BorrowerDebtor, by set-off or in any oxxxr mannerother manner payment on account of the Table of Contents Subordinated Debt, or (ii) seek any other remedy allowed at law or in equity against the Borrower Debtor for breach of the Borrower's Debtor’s obligations under the instruments representing such Subordinated Debt. In the event that, notwithstanding the foregoing provisions of this Section 2.01, any holder of Subordinated Debt the Creditor shall have received any payment not permitted by the provisions of Section 2.03 hereof, including, without limitation, any such payment arising out of the exercise by any holder of Subordinated Debt the Creditor of a right of set-off or counterclaim and any such payment received by reason of other Indebtedness indebtedness of the Borrower Debtor being subordinated to the Subordinated Debt, then, and in any such event, such payment shall be held in trust for the benefit of, and shall be immediately paid over or delivered to, the Administrative Agent, to be paid to the LendersHolders, ratably according to the aggregate amounts remaining unpaid on account of the principal of, and interest and premium (if any) on, the Senior Debt held or represented by each LenderHolder, for application to such Senior Debt remaining unpaid, whether or not then due and payable.

Subordination of Subordinated Debt. Each holder of Subordinated DebtThe Manager Entity, on its own ---------------------------------- behalf and on behalf of each subsequent holder of Subordinated Debt, hereby covenants and agrees, that, to the extent and in the manner set forth in this Schedule 6.01(h)Agreement, the Subordinated Debt, and the payment thereof from whatever sourcesource of the Subordinated Debt, are hereby expressly made subordinate and subject in right of payment to the prior payment in full in cash of all Senior Debt and in that connection hereby agrees that, except and to the extent permitted under Section 2.03 hereof, (a) no payment on account of the Subordinated Debt or any judgment with respect thereto shall be made by or on behalf of the Borrower Obligor Entities and (b) such holder the Manager Entity shall not (i) ask, demand, sue xxx for, take or receive from the BorrowerObligor Entities, by set-off or in any oxxxr other manner, or (ii) seek any other remedy allowed at law or in equity against the Borrower Obligor Entities for breach of the Borrower's obligations under the instruments representing such Subordinated Debt. In the event that, notwithstanding the foregoing provisions of this Section 2.01, any holder of Subordinated Debt the Manager Entity shall have received any payment not permitted by the provisions of Section 2.03 hereof, including, without limitation, any such payment arising out of the exercise by any holder of Subordinated Debt the Manager Entity of a right of set-off or counterclaim and any such payment received by reason of other Indebtedness indebtedness of the Borrower any Obligor Entity being subordinated to the Subordinated Debt, then, and in any such event, such payment shall be held in trust for the benefit of, and shall be immediately paid over or delivered to, the Administrative Agent, to be paid to the Lenders, ratably according to the aggregate amounts remaining unpaid on account of the principal of, and interest and premium (if any) on, the Senior Debt held or represented by each Lender, for application to such Senior Debt remaining unpaid, whether or not then due and payable.

Subordination of Subordinated Debt. Each holder of The Borrowers, for themselves and their respective successors and assigns, covenant and agree, and the Subordinated DebtLender, on its own behalf and on behalf of each subsequent holder of Subordinated Debt, likewise covenants and agrees, that, to the extent and in the manner set forth in this Schedule 6.01(h)Agreement, the Subordinated Debt and the payment from whatever source of the principal of, and interest and premium (if any) on, the Subordinated Debt, and the payment thereof from whatever source, are hereby expressly made subordinate and subject in right of payment to the prior payment in full in cash of all Senior Debt and in that connection hereby agrees agree that, except and to the extent permitted under Section 2.03 hereof, (a) no payment on account of the Subordinated Debt or any judgment with respect thereto shall be made by or on behalf of the Borrower any Obligor Entity and (b) such holder the Subordinated Lender shall not (i) ask, demand, sue xxx for, take or receive from the Borrowerany Obligor Entity, by set-off or in any oxxxr mannerother manner payment on account of the Subordinated Debt, or (ii) seek any other remedy allowed at law or in equity against the Borrower any Obligor Entity for breach of the Borrower's any Obligor Entity’s obligations under the instruments representing such Subordinated Debt. In the event that, notwithstanding the foregoing provisions of this Section 2.01, any holder of the Subordinated Debt Lender shall have received any payment not permitted by the provisions of Section 2.03 hereof, including, without limitation, any such payment arising out of the exercise by any holder of the Subordinated Debt Lender of a right of set-off or counterclaim and any such payment received Affiliate Subordinated Indebtedness Subordination Agreement by reason of other Indebtedness indebtedness of the Borrower any Obligor Entity being subordinated to the Subordinated Debt, then, and in any such event, such payment shall be held in trust for the benefit of, and shall be immediately paid over or delivered to, the Administrative Agent, to be paid to the Lenders, ratably according to the aggregate amounts remaining unpaid on account of the principal of, and interest and premium (if any) on, the Senior Debt held or represented by each Lender, for application to such Senior Debt remaining unpaid, whether or not then due and payable.

Subordination of Subordinated Debt. Each holder of Subordinated Debt, on its own behalf and on behalf of each subsequent holder of Subordinated Debt, The Subordinating Party hereby covenants and agreesagrees that the Subordinated Debt and the payment from whatever source of the principal of, that, to the extent and in the manner set forth in this Schedule 6.01(h)interest and premium (if any) on, the Subordinated Debt, and the payment thereof from whatever source, are hereby expressly made subordinate and subject in right of payment to the prior payment in full in cash of all Senior Debt and in that connection hereby agrees agree that, except and to the extent permitted under Section 2.03 hereof, (a) no payment on account of the Subordinated Debt or any judgment with respect thereto shall be made by or on behalf of the Borrower and (b) such holder the Subordinating Party shall not (i) ask, demand, sue xxx for, take or receive from the Borrower, by set-off or in any oxxxr mannerother manner payment on account of the Subordinated Debt, or (ii) seek any other remedy allowed at law or in equity against the Borrower for breach of the Borrower's ’s obligations under the instruments representing such Subordinated DebtDebt (each of the actions described in clause (b), an “Enforcement Action”). 1 Entity name. 2 Entity type and jurisdiction. In the event that, notwithstanding the foregoing provisions of this Section 2.01, any holder of Subordinated Debt the Subordinating Party shall have received any payment not permitted by the provisions of Section 2.03 hereof, including, without limitation, any such payment arising out of the exercise by any holder of Subordinated Debt the Subordinating Party of a right of set-off or counterclaim and any such payment received by reason of other Indebtedness indebtedness of the Borrower being subordinated to the Subordinated Debt, then, and in any such event, such payment shall be held in trust for the benefit of, and shall be immediately paid over or delivered to, the Administrative Agent, to be paid to the Lenders, ratably according to the aggregate amounts remaining unpaid on account of the principal of, and interest and premium (if any) on, the Senior Debt held or represented by each Lender, Lender for application to such any Senior Debt remaining unpaid, whether or not then due and payable.

Subordination of Subordinated Debt. Each holder of Subordinated DebtThe Manager Entity, on its own behalf and on behalf of each subsequent holder of Subordinated Debt, hereby covenants and agrees, that, to the extent and in the manner set forth in this Schedule 6.01(h)Agreement, the Subordinated Debt, and the payment thereof from whatever sourcesource of the Subordinated Debt, are hereby expressly made subordinate and subject in right of payment to the prior payment in full in cash of all Senior Debt and in that connection hereby agrees that, except and to the extent permitted under Section 2.03 hereof, (a) no payment on account of the Subordinated Debt or any judgment with respect thereto shall be made by or on behalf of the Borrower Obligor Entities and (b) such holder the Manager Entity shall not (i) ask, demand, sue xxx for, take or receive from the BorrowerObligor Entities, by set-off or in any oxxxr mannerother manner payment on account of the Subordinated Debt, or (ii) seek any other remedy allowed at law or in equity against the Borrower Obligor Entities for breach of the Borrower's any Obligor Entity’s obligations under the instruments representing such Subordinated Debt. In the event that, notwithstanding the foregoing provisions of this Section 2.01, any holder of Subordinated Debt the Manager Entity shall have received any payment not permitted by the provisions of Section 2.03 hereof, including, without limitation, any such payment arising out of the exercise by any holder of Subordinated Debt the Manager Entity of a right of set-off or counterclaim and any such payment received by reason of other Indebtedness indebtedness of the Borrower any Obligor Entity being subordinated to the Subordinated Debt, then, and in any such event, such payment shall be held in trust for the benefit of, and shall be immediately paid over or delivered to, the Administrative Agent, to be paid to the Lenders, ratably Management Fee Subordination Agreement according to the aggregate amounts remaining unpaid on account of the principal of, and interest and premium (if any) on, the Senior Debt held or represented by each Lender, for application to such Senior Debt remaining unpaid, whether or not then due and payable.

Subordination of Subordinated Debt. Each holder of Subordinated DebtThe Debtor, for itself and its respective successors and assigns, covenants and agrees, and the Creditor, on its own behalf and on behalf of each subsequent holder of Subordinated Debt, likewise covenants and agrees, that, to the extent and in the manner set forth in this Schedule 6.01(h)Agreement, the Subordinated Debt and the payment from whatever source of the principal of, and interest and premium (if any) on, the Subordinated Debt, and the payment thereof from whatever source, are hereby expressly made subordinate and subject in right of payment to the prior payment in full in cash of all Senior Debt and in that connection hereby agrees agree that, except and to the extent permitted under Section 2.03 hereof, (a) no payment on account of the Subordinated Debt or any judgment with respect thereto shall be made by or on behalf of the Borrower Debtor and (b) such holder the Creditor shall not (i) ask, demand, sue xxx for, take or receive from the BorrowerDebtor, by set-off or in any oxxxr mannerother manner payment on account of the Subordinated Debt, or (ii) seek any other remedy allowed at law or in equity against the Borrower Debtor for breach of the Borrower's Debtor’s obligations under the instruments representing such Subordinated Debt. In the event that, notwithstanding the foregoing provisions of this Section 2.01, any holder of Subordinated Debt the Creditor shall have received any payment not permitted by the provisions of Section 2.03 hereof, including, without limitation, any such payment arising out of the exercise by any holder of Subordinated Debt the Creditor of a right of set-off or counterclaim and any such payment received by reason of other Indebtedness indebtedness of the Borrower Debtor being subordinated to the Subordinated Debt, then, and in any such event, such payment shall be held in trust for the benefit of, and shall be immediately paid over or delivered to, the Administrative Agent, to be paid to the LendersHolders, ratably according to the aggregate amounts remaining unpaid on account of the principal of, and interest and premium (if any) on, the Senior Debt held or represented by each LenderHolder, for application to such Senior Debt remaining unpaid, whether or not then due and payable.