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. 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. Creditor hereby subordinates payment by the Borrower of any and all indebtedness, liabilities, guarantees and other obligations of the Borrower to Creditor, now existing or hereafter arising * (collectively, the "Subordinated Debt"), to the payment to Greyrock, in full in cash, of all indebtedness, liabilities, guarantees and other obligations of the Borrower to Greyrock, now existing or hereafter arising, including without limitation any interest accruing after the commencement of any bankruptcy, arrangement, or reorganization proceeding with respect to Borrower (whether or not such interest is recoverable from the Borrower or allowable or provable in any such proceeding) (collectively, the "Greyrock Debt"). Creditor represents and warrants that the Subordinated Debt ** the following: *Under the Promissory Note referred to below and all extensions, renewals and modifications thereof **consists of That certain Promissory Note dated December 31, 1998 in the original principal amount of $12,000,000, which has a present unpaid principal balance of $12,000,000. Creditor agrees not to ask for, demand, sue for, take or receive alx xr any part of the Subordinated Debt nor any security therefor, unless and until all of the Greyrock Debt has been paid and performed in full, in cash. Creditor further agrees that upon any distribution of the assets or readjustment of the indebtedness of the Borrower whether by reason of liquidation, composition, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any of the Subordinated Debt, or the application of the assets of the Borrower to the payment or liquidation thereof, Greyrock shall be entitled to receive payment in full in cash of all of the Greyrock Debt prior to the payment of all or any part of the Subordinated Debt, and in order to enable Greyrock to enforce its rights hereunder in any such action or proceeding, Greyrock is hereby irrevocably authorized and empowered in its sole discretion (but without any obligation on its part) to make and present for and on behalf of Creditor such proofs of claim against the Borrower on account of the Subordinated Debt as Greyrock may deem expedient or proper and to vote such proofs of claim in any such proceeding and to receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply same on account ...
Subordination of Debt. All Indebtedness and other obligations of Borrower to any other creditor shall either be (i) “Permitted Indebtedness” (other than Indebtedness described in clause (iv) of such definition), (ii) unsecured or (iii) 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 the case of either (ii) or (iii) on terms and in form and substance satisfactory to Bank.
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 the Banks and agrees with the Banks 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 the Banks so request, such indebtedness shall be collected, enforced and received by Guarantor as trustee for the Banks and paid over to the Banks on account of the indebtedness of Borrower to the Banks, 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. 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 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. During the term of the Loan and Security Agreement and until performance of all Obligations to Lenders, Borrower shall not incur any Indebtedness for new borrowed money (except for Indebtedness permitted under Section 6.1 and Liens permitted under Section 6.2 of the Loan and Security Agreement) after the date hereof unless 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 Agent and Lenders and the prior payment of the Obligations to Lenders under the Loan Documents pursuant to a written subordination agreement approved by the Majority Lenders in their 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. All obligations of Borrower to any Guarantor or any Affiliate of Borrower (other than amounts arising pursuant to the tax sharing agreement among the Companies and Parent) shall be subordinated in right of repayment to all obligations of Borrower to Bank, as evidenced by and subject to the terms of subordination agreements in form and substance satisfactory to Bank.
