Subordination of Debt. Until senior debt has been paid in full, Debtor will not pay and Creditor will not accept any payment on subordinated debt at any time that an Event of Default (as defined in the Senior Facility Agreement) has occurred and is continuing in respect of senior debt. Anything of value received by Creditor on account of subordinated debt in violation of this agreement will be held by Creditor in trust and immediately will be turned over to Lender in the form received to be applied by Lender on senior debt.
Subordination of Debt. (a) Debtors may pay, and Junior Creditors may retain, Permitted Payments (as defined below) with respect to the Junior Debt, provided that following the commencement of an Enforcement Action and for so long as an Enforcement Action remains ongoing, Junior Creditors shall be entitled to no Permitted Payments until the Senior Creditor Repayment shall have occurred, other than Permitted Payments described in Section 2(c)(i). Unless and until the Senior Creditor Repayment shall have occurred, no Junior Creditor will ask for, demand, xxx for, take or receive from any Debtor, by setoff or in any other manner, the whole or any part of the Junior Debt which does not constitute a Permitted Payment, including, without limitation, the taking of any negotiable instruments evidencing such amounts (other than debentures now or hereafter issued in connection with Junior Debt which are subordinated pursuant to the terms and conditions hereof and which contain the subordination legend required hereby), or the taking of any security for any of the Junior Debt (other than security interests in the Collateral pursuant to the Subordinated Debenture Documents in effect on the date hereof unless permitted by Section 8 hereof), and while an Enforcement Action is outstanding, the holders of the Junior Debt will not accept any Permitted Payments (other than Permitted Payments described in Section 2(c)(i)) (or if received will pay them over to Senior Lender).
(b) Subject to the terms of Section 2(a) above, unless and until the Senior Creditor Repayment shall have occurred, in the event that any Junior Creditor shall receive any cash payment or distribution with respect to the Junior Debt which does not constitute a Permitted Payment, then, in such event, such payment or distribution (other than a Permitted Payment described in Section 2(c)(i)) shall be deemed to have been paid to such Junior Creditor in trust for the benefit of Senior Creditor and shall be immediately paid over to Senior Creditor in the form received by such Junior Creditor (with proper endorsements or assignments, if necessary) to the extent necessary to pay the Senior Debt after giving effect to any concurrent payment to Senior Creditor from other sources.
(c) As used herein, the term “Permitted Payment” shall mean any of the following:
Subordination of Debt. Notwithstanding anything to the contrary in the Subordinated Documents, Subordinated Creditor hereby acknowledges the incurrence by the Loan Parties of the Senior Indebtedness and the consummation of each of the transactions contemplated by the Senior Documents, including the grant by each Loan Party of the Liens in favor of the Senior Agent for the benefit of the Senior Lenders. To the extent and the manner set forth in this Agreement, the Subordinated Indebtedness is hereby expressly made subordinate, junior and subject in right of payment to the Final Payment of the Senior Indebtedness. Such subordination is for the benefit of each present and future Senior Agent and Senior Lender, each of whom shall be entitled to enforce this Agreement as party hereto or as a third party beneficiary hereof. Each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, shall be deemed to have acquired Senior Indebtedness in reliance upon the terms and provisions of this Agreement.
Subordination of Debt. The Guarantor hereby subordinates any and all indebtedness of Borrower now or hereafter owed to Guarantor to all indebtedness of Borrower to Lender and agrees with Lender that Guarantor shall not demand or accept any payment from Borrower, shall not claim any offset or other reduction of Guarantor's obligations hereunder because of any such indebtedness and shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantor as trustee for Lender and paid over to Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty except to the extent the principal amount of such outstanding indebtedness shall have been reduced by such payment.
Subordination of Debt. All indebtedness and other obligations of Borrower, other than Permitted Indebtedness, to any other creditor shall be subordinated in right of repayment to all indebtedness and other obligations of Borrower to Bank, as evidenced by and subject to the terms of subordination agreements in form and substance satisfactory to Bank.
Subordination of Debt. Any present or future indebtedness of Borrower to Guarantor is hereby subordinated to the Guaranteed Obligations. Any payment of such indebtedness of Borrower to Guarantors shall be collected, enforced and received by Guarantor in trust for the benefit of Lender and promptly paid over to Lender on account of the Guaranteed Obligations, but without reducing or affecting in any manner the liability of such Guarantor under the other provisions of this Guaranty.
Subordination of Debt. During the term of the Loan and Security Agreement and until performance of all Obligations to Lender, Borrower shall not incur any Indebtedness for new borrowed money (except for Indebtedness permitted under Section 6.1 of the Loan and Security Agreement) after the date hereof unless approved by Lender and where the holder’s right to repayment of such Indebtedness, the priority of any Lien securing the same, and the rights of the holder thereof to enforce remedies against Borrower following default have been made subordinate to the Liens of Lender and the prior payment of the Obligations to Lender under the Loan Documents pursuant to a written subordination agreement approved by Lender in its sole discretion in writing, which agreement may provide that regularly scheduled payments of accrued interest on such subordinated Indebtedness may be paid by Borrower and retained by the holder so long as no Event of Default has occurred.
Subordination of Debt. During the term of the Guaranty, the Guarantor agrees with the Holder that upon the occurrence and continuance of an Event of Default if the Holder so requests, any and all indebtedness of the Company owed to the Guarantor shall be collected, enforced and received by the Guarantor as trustee for the Holder and paid over to the Holder on account of the indebtedness of the Company to the Holder, but without reducing or affecting in any manner the liability of the Guarantor under the other provisions of this Guaranty except to the extent the principal amount of such outstanding indebtedness shall have been reduced by such payment.
Subordination of Debt. Provide Bank with a debt subordination --------------------- agreement, in form and substance satisfactory to Bank, executed by Borrower and any Person who is an officer, director, shareholder or Affiliate of Borrower to whom Borrower is or hereafter becomes indebted, subordinating, in right of payment and claim all of Debt owed by Borrower to any said Person and any future advances thereon to the full and final payment of the Obligations.
Subordination of Debt. Subordinate all cumulative officer and shareholder/ member debt in excess of $100,000.00.
