Common use of Subordination of Remedies Clause in Contracts

Subordination of Remedies. As long as any Senior Debt shall remain outstanding and unpaid, the Creditor shall not, without the prior written consent of the Collateral Agent (acting on instructions from the Required Secured Parties): (i) accelerate, make demand, declare a default or otherwise make due and payable prior to the original stated maturity thereof any Subordinated Debt or bring suit or institute any other actions or proceedings to enforce its rights or interests under or in respect of the Note Purchase Agreement and the Subordinated Note; (ii) exercise any rights under or with respect to (A) any guaranties of the Subordinated Debt, or (B) any collateral securing the Subordinated Debt, including causing or compelling the pledge or delivery of any such collateral, any attachment of, levy upon, execution against, foreclosure upon or the taking of other action against or institution of other proceedings with respect to any such collateral, notifying any account debtors of the Borrower or asserting any claim or interest in any insurance with respect to collateral, or attempt to do any of the foregoing; (iii) exercise any rights to set-offs and counterclaims in respect of any indebtedness, liabilities or obligations of the Creditor to the Borrower against any of the Subordinated Debt; or (iv) commence, or cause to be commenced, or join with any creditor other than the Senior Lenders in commencing, any bankruptcy, insolvency or receivership proceeding against the Borrower.

Subordination of Remedies. As long as any Senior Debt Guaranteed Obligations shall remain outstanding and unpaid, the Creditor shall notno Guarantor shall, without the prior written consent of the Collateral Agent (acting on instructions from the Required Secured Parties):Administrative Agent: (i) accelerate, make demand, declare a default demand or otherwise make due and payable prior to the original stated maturity thereof any Subordinated Debt or bring suit or institute any other actions or proceedings to enforce its rights or interests under or in respect of the Note Purchase Agreement and the Subordinated NoteDebt; (ii) exercise any rights under or with respect to (A) any guaranties of the Subordinated Debt, or (B) any collateral securing the Subordinated Debtheld by it, including causing or compelling the pledge or delivery of any such collateral, any attachment of, levy upon, execution against, foreclosure upon or the taking of other action against or institution of other proceedings with respect to any such collateralcollateral held by it, notifying any account debtors of the Borrower or asserting any claim or interest in any insurance with respect to any collateral, or attempt to do any of the foregoing; (iii) exercise any rights to set-offs and counterclaims in respect of any indebtedness, liabilities or obligations of the Creditor such Guarantor to the Borrower against any of the Subordinated Debt; or (iv) commence, or cause to be commenced, or join with any creditor other than the Senior Lenders any Guaranteed Party in commencing, any bankruptcy, insolvency or receivership proceeding against the BorrowerInsolvency Proceeding.

Subordination of Remedies. As long as any Senior Debt Guaranteed Obligations shall remain outstanding and unpaid, the Creditor shall notno Guarantor shall, without the prior written consent of the Collateral Agent (acting on instructions from the Required Secured Parties):Administrative Agent: (i) accelerate, make demand, declare a default demand or otherwise make due and payable prior to the original stated maturity thereof any Subordinated Debt or bring suit or institute any other actions or proceedings to enforce its rights or interests under or in respect of the Note Purchase Agreement and the Subordinated NoteDebt; (ii) exercise any rights under or with respect to (A) any guaranties of the Subordinated Debt, or (B) any collateral securing the Subordinated Debtheld by it, including causing or compelling the pledge or delivery of any such collateral, any attachment of, levy upon, execution against, foreclosure upon or the taking of other action against or institution of other proceedings with respect to any such collateralcollateral held by it, notifying any account debtors of the Borrower Borrowers or asserting any claim or interest in any insurance with respect to any collateral, or attempt to do any of the foregoing; (iii) exercise any rights to set-offs and counterclaims in respect of any indebtedness, liabilities or obligations of the Creditor such Guarantor to the Borrower Borrowers against any of the Subordinated Debt; or (iv) commence, or cause to be commenced, or join with any creditor other than the Senior Lenders any Guaranteed Party in commencing, any bankruptcy, insolvency or receivership proceeding against the BorrowerInsolvency Proceeding.

Subordination of Remedies. As long as any Senior Debt Guaranteed Obligations shall remain outstanding and unpaid, the Creditor Guarantor shall not, without the prior written consent of the Guaranteed Parties (or the Collateral Agent (acting on instructions from the Required Secured Partiestheir behalf): (i) accelerate, make demand, declare a default or otherwise make due and payable prior to the original stated maturity thereof any Subordinated Debt accelerate or bring suit or institute any other actions or proceedings to enforce its rights or interests under or in respect of the Note Purchase Agreement and the Subordinated NoteDebt; (ii) exercise any rights under or with respect to (A) any guaranties of the Subordinated Debt, or (B) any collateral securing the Subordinated Debtheld by it, including causing or compelling the pledge or delivery of any such collateral, any attachment of, levy upon, execution against, foreclosure upon or the taking of other action against or institution of other proceedings with respect to any such collateralcollateral held by it, notifying any account debtors of the Borrower or asserting any claim or interest in any insurance with respect to any collateral, or attempt to do any of the foregoing; (iii) exercise any rights to set-offs and counterclaims in respect of any indebtedness, liabilities or obligations of the Creditor Guarantor to the Borrower against any of the Subordinated Debt; or (iv) commence, or cause to be commenced, or join with any creditor other than the Senior Lenders Guaranteed Parties in commencing, any bankruptcy, insolvency or receivership proceeding under any Debtor Relief Laws as against the Borrower.

Subordination of Remedies. As long as any Senior Debt Guaranteed Obligations shall remain outstanding and unpaid, the Creditor Guarantor shall not, without the prior written consent of the Collateral Agent (acting on instructions from the Required Secured Parties):Bank: (i) accelerate, make demand, declare a default demand or otherwise make due and payable prior to the original stated maturity thereof any Subordinated Borrower Debt or bring suit or institute any other actions or proceedings to enforce its rights or interests under or in respect of the Note Purchase Agreement and the Subordinated NoteBorrower Debt; (ii) exercise any rights under or with respect to (A) any guaranties of the Subordinated Borrower Debt, or (B) any collateral securing the Subordinated Debtheld by it, including causing or compelling the pledge or delivery of any such collateral, any attachment of, levy upon, execution against, foreclosure upon or the taking of other action against or institution of other proceedings with respect to any such collateralcollateral held by it, notifying any account debtors of the Borrower or asserting any claim or interest in any insurance with respect to any collateral, or attempt to do any of the foregoing; (iii) exercise any rights to set-offs setoffs and counterclaims in respect of any indebtedness, liabilities or obligations of the Creditor Guarantor to the Borrower against any of the Subordinated Borrower Debt; or (iv) commence, or cause to be commenced, or join with any creditor other than the Senior Lenders Bank in commencing, any bankruptcy, insolvency or receivership proceeding against the Borrower.

Subordination of Remedies. As long as any Senior Debt US Guaranteed Obligations shall remain outstanding and unpaid, the Creditor shall notno US Subsidiary Guarantor shall, without the prior written consent of the Collateral Agent (acting on instructions from the Required Secured Parties):Administrative Agent: (i) accelerate, make demand, declare a default demand or otherwise make due and payable prior to the original stated maturity thereof any US Subordinated Debt or bring suit or institute any other actions or proceedings to enforce its rights or interests under or in respect of the Note Purchase Agreement and the US Subordinated NoteDebt; (ii) exercise any rights under or with respect to (A) any guaranties of the US Subordinated Debt, or (B) any collateral securing the Subordinated Debtheld by it, including causing or compelling the pledge or delivery of any such collateral, any attachment of, levy upon, execution against, foreclosure upon or the taking of other action against or institution of other proceedings with respect to any such collateralcollateral held by it, notifying any account debtors of the Borrower US Borrowers or asserting any claim or interest in any insurance with respect to any collateral, or attempt to do any of the foregoing; (iii) exercise any rights to set-offs and counterclaims in respect of any indebtedness, liabilities or obligations of the Creditor such US Subsidiary Guarantor to the Borrower US Borrowers against any of the US Subordinated Debt; or (iv) commence, or cause to be commenced, or join with any creditor other than the Senior Lenders any Guaranteed Party in commencing, any bankruptcy, insolvency or receivership proceeding against the BorrowerInsolvency Proceeding.

Subordination of Remedies. As long as any Senior Debt shall remain outstanding and unpaid, the Creditor shall not, without the prior written consent of the Collateral Agent (acting on instructions from the Required Secured PartiesMajority Banks): (i) accelerate, make demand, declare a default demand or otherwise make due and payable prior to the original stated maturity thereof any Subordinated Debt or bring suit or institute any other actions or proceedings to enforce its rights or interests under or in respect of [the Note Purchase __________ Agreement and and] the Subordinated Note; (ii) exercise any rights under or with respect to (A) any guaranties of the Subordinated Debt, or (B) any collateral securing the Subordinated DebtCreditor Collateral, including causing or compelling the pledge or delivery of any such collateralCreditor Collateral, any attachment of, levy upon, execution against, foreclosure upon or the taking of other action against or institution of other proceedings with respect to any such collateralCreditor Collateral, notifying any account debtors of the Borrower or asserting any claim or interest in any insurance with respect to collateralthe Creditor Collateral, or attempt to do any of the foregoing; (iii) exercise any rights to set-offs and counterclaims in respect of any indebtedness, liabilities or obligations of the Creditor to the Borrower against any of the Subordinated Debt; or (iv) commence, or cause to be commenced, or join with any creditor other than the Senior Lenders Banks in commencing, any bankruptcy, insolvency or receivership proceeding against the Borrower.

Subordination of Remedies. As long as any Senior Debt Guaranteed ------------------------- Obligations shall remain outstanding and unpaid, the Creditor Guarantor shall not, without the prior written consent of the Collateral Agent (acting on instructions from the Required Secured Parties):Agent: (i) accelerate, make demand, declare a default or otherwise make due and payable prior to the original stated maturity thereof any Subordinated Debt accelerate or bring suit or institute any other actions or proceedings to enforce its rights or interests under or in respect of the Note Purchase Agreement and the Subordinated NoteDebt; (ii) exercise any rights under or with respect to (A) any guaranties of the Subordinated Debt, or (B) any collateral securing the Subordinated Debtheld by it, including causing or compelling the pledge or delivery of any such collateral, any attachment of, levy upon, execution against, foreclosure upon or the taking of other action against or institution of other proceedings with respect to any such collateralcollateral held by it, notifying any account debtors of the Borrower or asserting any claim or interest in any insurance with respect to any collateral, or attempt to do any of the foregoing; (iii) exercise any rights to set-offs and counterclaims in respect of any indebtedness, liabilities or obligations of the Creditor Guarantor to the Borrower against any of the Subordinated Debt; or (iv) commence, or cause to be commenced, or join with any creditor other than the Senior Lenders Agent and the Banks in commencing, any bankruptcy, insolvency or receivership proceeding under any Debtor Relief Laws as against the Borrower.

Subordination of Remedies. As long as any Senior Debt Guaranteed Obligations ------------------------- shall remain outstanding and unpaid, the Creditor Guarantor shall not, without the prior written consent of the Collateral Agent (acting on instructions from the Required Secured Parties):Agent: (i) accelerate, make demand, declare a default or otherwise make due and payable prior to the original stated maturity thereof any Subordinated Debt accelerate or bring suit or institute any other actions or proceedings to enforce its rights or interests under or in respect of the Note Purchase Agreement and the Subordinated NoteDebt; (ii) exercise any rights under or with respect to (A) any guaranties of the Subordinated Debt, or (B) any collateral securing the Subordinated Debtheld by it, including causing or compelling the pledge or delivery of any such collateral, any attachment of, levy upon, execution against, foreclosure upon or the taking of other action against or institution of other proceedings with respect to any such collateralcollateral held by it, notifying any account debtors of the Borrower Company or asserting any claim or interest in any insurance with respect to any collateral, or attempt to do any of the foregoing; (iii) exercise any rights to set-offs and counterclaims in respect of any indebtedness, liabilities or obligations of the Creditor Guarantor to the Borrower Company against any of the Subordinated Debt; or (iv) commence, or cause to be commenced, or join with any creditor other than the Senior Lenders Agent and the Banks in commencing, any bankruptcy, insolvency or receivership proceeding against the BorrowerInsolvency Proceeding.

Subordination of Remedies. As long as any Senior Debt Guaranteed Obligations shall remain outstanding and unpaid, the Creditor Guarantor shall not, without the prior written consent of the Collateral Agent (acting on instructions from the Required Secured Parties):Bank: (i) accelerate, make demand, declare a default demand or otherwise make due and payable prior to the original stated maturity thereof any Subordinated Borrower Debt or bring suit or institute any other actions or proceedings to enforce its rights or interests under or in respect of the Note Purchase Agreement and the Subordinated NoteBorrower Debt; (ii) exercise any rights under or with respect to (A) any guaranties of the Subordinated Borrower Debt, or (B) any collateral securing the Subordinated Debtheld by it, including causing or compelling the pledge or delivery of any such collateral, any attachment of, levy upon, execution against, foreclosure upon or the taking of other action against or institution of other proceedings with respect to any such collateralcollateral held by it, notifying any account debtors of the Borrower or asserting any claim or interest in any insurance with respect to any collateral, or attempt to do any of the foregoing; (iii) exercise any rights to set-offs and counterclaims in respect of any indebtedness, liabilities or obligations of the Creditor Guarantor to the Borrower against any of the Subordinated Borrower Debt; or or (iv) commence, or cause to be commenced, or join with any creditor other than the Senior Lenders Bank in commencing, any bankruptcy, insolvency or receivership proceeding against the Borrower.