Common use of Subordination of Subordinated Debt Clause in Contracts

Subordination of Subordinated Debt. The 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 Agreement, the Subordinated Debt and the payment from whatever source of the principal of, and interest and premium (if any) on, 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 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 Debtor and (b) the Creditor shall not (i) ask, demand, xxx for, take or receive from the Debtor, by set-off or in any other 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 Debtor for breach of the Debtor’s obligations under the instruments representing such Subordinated Debt. In the event that, notwithstanding the foregoing provisions of this Section 2.01, 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 the Creditor of a right of set-off or counterclaim and any such payment received by reason of other indebtedness of the 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 Holders, 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 Holder, for application to such Senior Debt remaining unpaid, whether or not then due and payable.

Subordination of Subordinated Debt. The 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 Agreement, the Subordinated Debt and the payment from whatever source of the principal of, and interest and premium (if any) on, 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 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 Debtor and (b) the Creditor shall not (i) ask, demand, xxx for, take or receive from the Debtor, by set-off or in any other 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 Debtor for breach of the Debtor’s obligations under the instruments representing such Subordinated Debt. In the event that, notwithstanding the foregoing provisions of this Section 2.01, 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 the Creditor of a right of set-off or counterclaim and any such payment received by reason of other indebtedness of the 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 Holders, 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 Holder, for application to such Senior Debt remaining unpaid, whether or not then due and payable.

Subordination of Subordinated Debt. The Debtor, for itself and its respective successors and assigns, covenants and agrees, and the CreditorEach holder of Subordinated Debt, 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 Agreement, the Subordinated Debt and the payment from whatever source of the principal of, and interest and premium (if any) onSchedule 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 agree 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 Debtor Borrower and (b) the Creditor such holder shall not (i) ask, demand, xxx sue for, take or receive from the DebtorBorrower, by set-off or in any other manner payment on account of the Table of Contents Subordinated Debtoxxxr manner, or (ii) seek any other remedy allowed at law or in equity against the Debtor Borrower for breach of the Debtor’s Borrower's obligations under the instruments representing such Subordinated Debt. In the event that, notwithstanding the foregoing provisions of this Section 2.01, the Creditor 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 the Creditor any holder of Subordinated Debt of a right of set-off or counterclaim and any such payment received by reason of other indebtedness Indebtedness of the Debtor 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 HoldersLenders, 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 HolderLender, for application to such Senior Debt remaining unpaid, whether or not then due and payable.

Subordination of Subordinated Debt. The DebtorHolder, 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 AgreementIntercompany Note, the Subordinated Debt and the payment from whatever source of the principal of, and interest and premium (if any) on, 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 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 Debtor Company and (b) the Creditor Holder shall not (i) ask, demand, xxx for, take or receive from the DebtorCompany, by set-off or in any other 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 Debtor Company for breach of the DebtorCompany’s obligations under the instruments representing such Subordinated DebtDebt (each of the actions described in clause (b), an “Enforcement Action”). In the event that, notwithstanding the foregoing provisions of this Section 2.01, the Creditor Holder 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 the Creditor Holder of a right of set-off or counterclaim and any such payment received by reason of other indebtedness of the Debtor Company 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, to the Administrative Agent, to be paid to the Holders, ratably according to the aggregate amounts remaining unpaid on account Agent for distribution in accordance with Section 2.01 of the principal of, and interest and premium (if any) on, the Senior Debt held or represented by each Holder, for application to such Senior Debt remaining unpaid, whether or not then due and payableSubordination Agreement.

Subordination of Subordinated Debt. The Debtor, for itself and its respective successors and assigns, covenants and agrees, and the CreditorManager Entity, on its own behalf and on behalf of each subsequent holder of Subordinated Debt, likewise hereby covenants and agrees, that, to the extent and in the manner set forth in this Agreement, the Subordinated Debt Debt, and the payment from whatever source of the principal of, and interest and premium (if any) on, 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 agree 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 Debtor Obligor Entities and (b) the Creditor Manager Entity shall not (i) ask, demand, xxx for, take or receive from the DebtorObligor Entities, by set-off or in any other 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 Debtor Obligor Entities for breach of the Debtorany Obligor Entity’s obligations under the instruments representing such Subordinated Debt. In the event that, notwithstanding the foregoing provisions of this Section 2.01, the Creditor 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 the Creditor Manager Entity of a right of set-off or counterclaim and any such payment received by reason of other indebtedness of the Debtor 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 HoldersLenders, 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 HolderLender, for application to such Senior Debt remaining unpaid, whether or not then due and payable.

Subordination of Subordinated Debt. The 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 Agreement, the Subordinated Debt and the payment from whatever source of the principal of, and interest and premium (if any) on, 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 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 Debtor and (b) the Creditor shall not (i) ask, demand, xxx sxx for, take or receive from the Debtor, by set-off set‑off or in any other 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 Debtor for breach of the Debtor’s obligations under the instruments representing such Subordinated Debt. In the event that, notwithstanding the foregoing provisions of this Section 2.01, 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 the Creditor of a right of set-off or counterclaim and any such payment received by reason of other indebtedness of the 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 Holders, 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 Holder, for application to such Senior Debt remaining unpaid, whether or not then due and payable.

Subordination of Subordinated Debt. The Debtor, for itself and its respective successors and assigns, covenants and agrees, and the CreditorManager Entity, on its own ---------------------------------- behalf and on behalf of each subsequent holder of Subordinated Debt, likewise hereby covenants and agrees, that, to the extent and in the manner set forth in this Agreement, the Subordinated Debt Debt, and the payment from whatever source of the principal of, and interest and premium (if any) on, 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 agree 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 Debtor Obligor Entities and (b) the Creditor Manager Entity shall not (i) ask, demand, xxx for, take or receive from the DebtorObligor Entities, by set-off or in any other manner payment on account of the Table of Contents Subordinated Debtmanner, or (ii) seek any other remedy allowed at law or in equity against the Debtor Obligor Entities for breach of the Debtor’s obligations under the instruments representing such Subordinated Debt. In the event that, notwithstanding the foregoing provisions of this Section 2.01, the Creditor 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 the Creditor Manager Entity of a right of set-off or counterclaim and any such payment received by reason of other indebtedness of the Debtor 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 HoldersLenders, 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 HolderLender, for application to such Senior Debt remaining unpaid, whether or not then due and payable.

Subordination of Subordinated Debt. The DebtorBorrowers, for itself themselves and its their respective successors and assigns, covenants covenant and agreesagree, and the CreditorSubordinated Lender, 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 Agreement, the Subordinated Debt and the payment from whatever source of the principal of, and interest and premium (if any) on, 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 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 Debtor any Obligor Entity and (b) the Creditor Subordinated Lender shall not (i) ask, demand, xxx for, take or receive from the Debtorany Obligor Entity, by set-off or in any other 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 Debtor any Obligor Entity for breach of the Debtorany Obligor Entity’s obligations under the instruments representing such Subordinated Debt. In the event that, notwithstanding the foregoing provisions of this Section 2.01, the Creditor Subordinated 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 the Creditor Subordinated Lender of a right of set-off or counterclaim and any such payment received by reason of other indebtedness of the Debtor 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 HoldersLenders, 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 HolderLender, for application to such Senior Debt remaining unpaid, whether or not then due and payable.

Subordination of Subordinated Debt. The Debtor, for itself and its respective successors and assigns, Subordinating Party hereby 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 Agreement, agrees that the Subordinated Debt and the payment from whatever source of the principal of, and interest and premium (if any) on, 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 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 Debtor Borrower and (b) the Creditor Subordinating Party shall not (i) ask, demand, xxx for, take or receive from the DebtorBorrower, by set-off or in any other 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 Debtor Borrower for breach of the DebtorBorrower’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, the Creditor 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 the Creditor Subordinating Party of a right of set-off or counterclaim and any such payment received by reason of other indebtedness of the Debtor 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 Holders, 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 Holder, Lender for application to such any Senior Debt remaining unpaid, whether or not then due and payable.