Relative Priorities. Each of the US Term Notes and the UK Term Notes shall be pari passu (and, for purposes of clarification, senior to the Fourth Tranche US Last Out Term Notes) in right of payment or collectability, whether with respect to payment of redemptions, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED interest, damages or upon liquidation or dissolution or otherwise. Each of the Fourth Tranche US Last Out Term Notes shall be pari passu (and, for purposes of clarification, junior to the US Term Notes and the UK Term Notes) in right of payment or collectability, whether with respect to payment of redemptions, interest, damages or upon liquidation or dissolution or otherwise. To the extent the Last Out Notes have a Maturity Date prior to that of the US Term Notes and the applicable Credit Parties are required to pay the outstanding principal amount of such Notes on or after the applicable Maturity Date, the payment of the outstanding principal amount of such Notes (or the payment of the next scheduled principal payment in respect of such Notes, as the case maybe) shall be subordinated to the payment in full of the outstanding principal amount of the First Out Notes to the extent such principal payment of the Last Out Notes on such Maturity Date would reasonably be expected to cause an Event of Default (or an event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) to occur and shall not be permitted to be paid so long as such Event of Default (or an event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) exists (it being agreed and understood that any such payment not permitted to be paid by operation of the foregoing shall subsequently be permitted to be paid if the payment thereof would not reasonably be expected to cause an Event of Default (or an event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) to occur). For the avoidance of doubt, the priorities specified in this Section 2.1(f) shall be applicable to all voluntary and mandatory principal prepayments of the Notes.
Appears in 3 contracts
Samples: Financing Agreement (Elevate Credit, Inc.), Financing Agreement (Elevate Credit, Inc.), Financing Agreement (Elevate Credit, Inc.)
Relative Priorities. Each of the US Term Notes and the UK Term Notes shall be pari passu (and, for purposes of clarification, senior to the Fourth Tranche US Last Out Term Notes) in right of payment or collectability, whether with respect to payment of redemptions, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED interest, damages or upon liquidation or dissolution or otherwise. Each of the Fourth Tranche US Last Out Term Notes shall be pari passu (and, for purposes of clarification, junior to the US Term Notes and the UK Term Notes) in right of payment or collectability, whether with respect to payment of redemptions, interest, damages or upon liquidation or dissolution or otherwise. To the extent the Last Out Notes have a Maturity Date prior to that of the US Term Notes and the applicable Credit Parties are required to pay the outstanding principal amount of such Notes on or after the applicable Maturity Date, the payment of the outstanding principal amount of such Notes (or the payment of the next scheduled principal payment in respect of such Notes, as the case maybe) shall be subordinated to the payment in full of the outstanding principal amount of the First Out Notes to the extent such principal payment of the Last Out Notes on such Maturity Date would reasonably be expected to cause an Event of Default (or an event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) to occur and shall not be permitted to be paid so long as such Event of Default (or an event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) exists (it being agreed and understood that any such payment not permitted to be paid by operation of the foregoing shall subsequently be permitted to be paid if the payment thereof would not reasonably be expected to cause an Event of Default (or an event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) to occur). For the avoidance of doubt, the priorities specified in this Section 2.1(f) shall be applicable to all voluntary and mandatory principal prepayments of the Notes.
Appears in 2 contracts
Samples: Financing Agreement (Elevate Credit, Inc.), Financing Agreement (Elevate Credit, Inc.)