SECTION SUBORDINATION Sample Clauses

SECTION SUBORDINATION. All loans made by Parent to Subsidiary pursuant to Section 3 hereof (the "SUBORDINATED LOANS") shall be subordinate and junior in right of payment to the prior payment in full of all Debt from time to time outstanding owing to ally Lender, to the extent and in the manner provided below: a) Unless and until all Debt owing to the Lenders shall have been paid in full and the Commitments shall have been terminated: (1) Parent will not sell, assign or otherwise transfer any claim against Subsidiary in respect of any Subordinated Loan unless such transfer is made expressly subject to this Agreement and the transferee shall execute an instrument whereby the transferee agrees to be bound by the provisions of this Section 7; (1) Subsidiary will not make, and Parent will not demand, accept or receive, any direct or indirect payment (in cash, property, by set-off or otherwise) of or on account of any Subordinated Loan, and no such payment shall be due, except that nothing contained in this Section 7(a) shall prevent Subsidiary from making, or Parent from accepting and receiving, any payment on account of Subordinated Loans, if there is not then in existence a default by Subsidiary under the Credit Agreement or the Notes (as defined in the Credit Agreement) or a default by Parent under this Agreement. a) In the event of (x) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relative to Subsidiary or its creditors of its property, or (y) any proceeding for the voluntary liquidation, dissolution or other winding up of subsidiary, whether or not involving insolvency or bankruptcy proceedings, or (z) any assignment for the benefit of creditors or other marshalling of the assets of Subsidiary, then and in any such event: (1) all Debt owing to the Lenders shall be paid in full before any payment or distribution of any character (whether in cash, securities or other property) shall be made in respect of any Subordinated Loans; (1) any payment or distribution of any character (whether in cash, securities or other property) which would otherwise (but for the provisions of this Section 7) be payable or deliverable in respect of any Subordinated Loan shall be paid or delivered directly to the Lenders until all Debt owing to the Lenders shall have been paid in full; (1) Parent irrevocably authorizes and empowers the Lenders to demand, sue ▇▇▇, collect and receive any such payment or distribution and to rece...

SECTION SUBORDINATION. All loans made by Parent to Subsidiary pursuant to Section 3 hereof (the "SUBORDINATED LOANS") shall be subordinate and junior in right of payment to the prior payment in full of all Debt from time to time outstanding owing to ally Lender, to the extent and in the manner provided below: a) Unless and until all Debt owing to the Lenders shall have been paid in full and the Commitments shall have been terminated:

SECTION SUBORDINATION. The Liabilities and the obligations of EEX under the Subordinated Note are subordinated to Senior Debt.