AGREEMENT TO. SUBORDINATE The Company covenants and agrees, and each holder of Debentures issued hereunder by such holder's acceptance thereof likewise covenants and agrees, that all Debentures shall be issued subject to the provisions of this Article VI; and each holder of a Debenture, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. The payment by the Company of the principal of, premium, if any, and interest on all Debentures issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness, whether outstanding at the date of this First Supplemental Indenture or thereafter incurred. This Article shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the holders of Senior Indebtedness and such holders are made obligees hereunder and they and/or each of them may enforce such provisions. No provision of this Article VI shall prevent the occurrence of any default or Event of Default with respect to the Debentures.
AGREEMENT TO. SUBORDINATE The Issuer, for itself, its successors and assigns, covenants and agrees, and each Holder of Subordinated Securities of any series by his acceptance thereof, likewise covenants and agrees, that the payment of the principal of (and premium, if any) and interest, if any, on, and mandatory sinking fund payments, if any, in respect of each and all of the Subordinated Securities of such series shall be expressly subordinated, to the extent and in the manner provided in the Subordination Provisions established with respect to the Subordinated Securities of such series pursuant to Section 2.3(9) hereof, in right of payment to the prior payment in full of all Senior Indebtedness with respect to such series.
AGREEMENT TO lend Subject to the terms and conditions of this Agreement, and in reliance on each of the representations and warranties made or to be made in or in accordance with each of the Security Documents, the Lender agrees to advance the Loan to the Borrower to be used by the Borrower for the purposes referred to in Recital (C).
AGREEMENT TO. Subordinate (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Agent or the ABL Secured Parties in respect of all or any portion of the Collateral, or of any Liens granted to the Term Loan Agent or the Term Loan Secured Parties in respect of all or any portion of the Collateral, or of any Liens granted to any Additional Term Agent or any Additional Term Secured Parties in respect of all or any portion of the Collateral, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent, the Term Loan Agent or any Additional Term Agent (or the ABL Secured Parties, the Term Loan Secured Parties or any Additional Term Secured Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of the ABL Documents, the Term Loan Documents or any Additional Term Documents, (iv) whether the ABL Agent, the Term Loan Agent or any Additional Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the fact that any such Liens in favor of the ABL Agent or the ABL Secured Parties, the Term Loan Agent or the Term Loan Secured Parties or any Additional Term Agent or any Additional Term Secured Parties securing any of the ABL Obligations, the Term Loan Obligations or any Additional Term Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Credit Party other than the Term Loan Obligations or any Additional Term Obligations (in the case of the ABL Obligations) or the ABL Obligations (in the case of the Term Loan Obligations or any Additional Term Obligations), respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed or (vi) any other circumstance of any kind or nature whatsoever, the ABL Agent, on behalf of itself and the ABL Secured Parties, the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties, and any Additional Term Agent, on behalf of itself and any Additional Term Secured Parties represented thereby, hereby agree that:
AGREEMENT TO. REGISTER Within twelve (12) months after the Closing, JAKKS Pacific agrees to use its best efforts to file a Registration Statement with the United States Securities and Exchange Commission (the "Commission") and to have such Registration Statement declared effective, to permit, when such Registration Statement is declared effective, the sale of the
AGREEMENT TO. Subordinate Section 6.02. Company Not To Make Payments with Respect to Securities in Certain Circumstances Section 6.03. Securities Subordinated to Prior Payment of All Senior Indebtedness of the Company on Dissolution, Liquidation or Reorganization of the Company Section 6.04. Securityholders To Be Subrogated to Rights of Holders of Senior Indebtedness of the Company Section 6.05. Obligation of the Company Unconditional Section 6.06. Knowledge of Trustee Section 6.07.
AGREEMENT TO. Subordinate Section 7.03. Guarantor Not To Make Payments with Respect to Securities in Certain Circumstances Section 7.04. Guarantee Subordinated to Prior Payment of All Senior Indebtedness of the Guarantor on Dissolution, Liquidation or Reorganization of the Guarantor Section 7.05. Securityholders To Be Subrogated to Rights of Holders of Senior Indebtedness of the Guarantor Section 7.06. Obligation of the Guarantor Unconditional Section 7.07. Knowledge of Trustee Section 7.08. Application by Trustee of Monies Deposited with It
AGREEMENT TO. Unless Bankrate terminates for cause, or LowerMyBills is in breach of this Agreement, then, if Bankrate decides to [*] Bankrate shall offer LowerMyBills [*] for a period of [*] ([*]) upon terms to be mutually agreed upon by both parties. Notwithstanding the foregoing obligation to [*], neither LowerMyBills nor Bankrate shall be obligated to [*].
AGREEMENT TO. Subordinate ------------------------ The Corporation covenants and agrees, and each Holder of a Debenture, by his or her acceptance thereof, likewise agrees, that the payment of the principal amount, interest, Redemption Price, Offer to Purchase Price and Foregone Interest evidenced by the Debentures is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Permitted Secured Debt.
AGREEMENT TO. SUBORDINATE
