Common use of Restrictions on Payment of the Subordinated Obligations, etc Clause in Contracts

Restrictions on Payment of the Subordinated Obligations, etc. Except after the Blockage Period (as defined below), the Subordinated Creditors shall not ask, demand, sue ▇▇▇, take or receive, directly or indirectly, from any Obligor or any affiliate thereof, in cash or other property, by set-off, by realizing upon collateral, foreclosing on any lien or otherwise, exercise any remedies or rights under the Junior Obligation Documents or by executions, garnishments, levies, attachments or by any other action relating to the Subordinated Obligations, or in any other manner, payment of, or additional security for, all or any part of the Subordinated Obligations unless and until the Senior Obligations shall have been paid in full. Each of the Subordinated Creditors and the Lender agree that if any Default (as defined in the Credit Agreement) occurs and is continuing, pursuant to which the Lender may, or following notice or lapse of time would be able to, accelerate the maturity of the Senior Obligations, and if the Lender gives written notice of the event of default to the Obligors and the Subordinated Creditors (a "Blockage Notice"), then, unless and until such event of default has been cured or waived or has ceased to exist or the Subordinated Creditors and the Obligors receive notice from the Lender terminating the Blockage Period (as defined below), during the 270 days after the delivery of such Blockage Notice (the "Blockage Period"), the Subordinated Creditors shall not exercise any of the rights or remedies described in the preceding sentence. The Lender shall provide the Subordinated Creditors with such Blockage Notice within (10) Business Days' after it obtains knowledge of such Default, in which case the Blockage Period shall commence from the date such notice is received by the Subordinated Creditors; provided, however, that in the event the Lender fails to deliver such notice within such 10-day period, the Blockage Period shall commence from the date the Lender obtained knowledge of such Default. The Obligors will not make any payment on any of the Subordinated Obligations, or take any other action, in contravention of the provisions of this Subordination Agreement.

Restrictions on Payment of the Subordinated Obligations, etc. Except after (a) Until the Blockage Period (as defined below)Senior Obligations Repayment Date, the no Subordinated Creditors shall not Creditor will ask, demand, sue ▇▇▇▇ for, take or receive, directly or indirectly, from any Obligor or any affiliate thereofa Loan Party, in cash or other property, by set-off, by realizing upon collateral, foreclosing on any lien or otherwise, by exercise of any remedies or rights under the Junior Obligation Subordinated Documents or by executions, garnishments, levies, attachments or by any other action relating to the Subordinated Obligations, or in any other manner, payment of, or additional security for, all or any part of the Subordinated Obligations unless and until the Senior Obligations shall have been paid in full. Each , except, that the Borrower may make, and each Subordinated Creditor may receive, (i) repayments of the revolving loans outstanding pursuant to the Subordinated Agreement, provided that any such repayment of the revolving loans may not terminate any portion of the revolving commitment made available to the Borrower pursuant to the Subordinated Agreement and any amounts so repaid by the Borrower may be reborrowed, and (ii) payments (but not prepayments) of interest, reasonable fees and expenses in respect of the Subordinated Creditors Obligations upon the terms set forth in the Subordinated Agreement, but, in each case, only if at the time of making such repayment or payment and the Lender agree that if any Default immediately after giving effect thereto, no “Event of Default” (as such term is defined in the Senior Credit Agreement) occurs shall have occurred and is be continuing. (b) Except as expressly permitted in Section 3.2(a) above, pursuant to which the Lender may, or following notice or lapse of time would be able to, accelerate the maturity of the Senior Obligations, and if the Lender gives written notice of the event of default to the Obligors and the Subordinated Creditors (a "Blockage Notice"), then, unless and until such event of default has been cured or waived or has ceased to exist or the Subordinated Creditors and the Obligors receive notice from the Lender terminating the Blockage Period (as defined below), during the 270 days after the delivery of such Blockage Notice (the "Blockage Period"), the Subordinated Creditors shall not exercise any of the rights or remedies described in the preceding sentence. The Lender shall provide the Subordinated Creditors with such Blockage Notice within (10) Business Days' after it obtains knowledge of such Default, in which case the Blockage Period shall commence from the date such notice is received by the Subordinated Creditors; provided, however, that in the event the Lender fails to deliver such notice within such 10-day period, the Blockage Period shall commence from the date the Lender obtained knowledge of such Default. The Obligors Borrower will not (and it will not allow any other Loan Party to) make any payment on of any of the Subordinated Obligations, or take any other action, in contravention of the provisions of this Agreement. Each of the Subordinated Creditors expressly agrees that, until the earlier of (x) the expiration of the Standstill Period and (y) two (2) Business Days (as defined in the Senior Credit Agreement) after the date on which the prohibition on repayment ceases to exist, any payment in respect to the Subordinated Obligations which is not made in a timely manner by reason of the operation of this Subordination AgreementAgreement shall be deemed to be deferred and the Loan Parties shall not be in default under any of the Subordinated Documents by reason of such non-payment.

Restrictions on Payment of the Subordinated Obligations, etc. (a) Except after the Blockage Period (as defined below)otherwise set forth herein, the Subordinated Creditors shall will not ask, demand, sue ▇▇▇r, take or receive, directly or indirectly, from any Obligor the Obligor, the Other Debtors or any affiliate thereof, in cash or other property, by set-off, by realizing upon collateral, foreclosing on any lien or otherwise, exercise of any remedies or rights under the Junior Obligation Documents or by executions, garnishments, levies, attachments or by any other action relating to the Subordinated Obligations, or in any other manner, payment of, or additional security for, all or any part of the Subordinated Obligations unless and until the Senior Obligations shall have been paid in full. Each of Neither the Subordinated Creditors and the Lender agree that if any Default (as defined in the Credit Agreement) occurs and is continuing, pursuant to which the Lender may, or following notice or lapse of time would be able to, accelerate the maturity of the Senior Obligations, and if the Lender gives written notice of the event of default to the Obligors and the Subordinated Creditors (a "Blockage Notice"), then, unless and until such event of default has been cured or waived or has ceased to exist or the Subordinated Creditors and the Obligors receive notice from the Lender terminating the Blockage Period (as defined below), during the 270 days after the delivery of such Blockage Notice (the "Blockage Period"), the Subordinated Creditors shall not exercise Obligor nor any of the rights or remedies described in the preceding sentence. The Lender shall provide the Subordinated Creditors with such Blockage Notice within (10) Business Days' after it obtains knowledge of such Default, in which case the Blockage Period shall commence from the date such notice is received by the Subordinated Creditors; provided, however, that in the event the Lender fails to deliver such notice within such 10-day period, the Blockage Period shall commence from the date the Lender obtained knowledge of such Default. The Obligors Other Debtors will not make any payment on any of the Subordinated Obligations, or take any other action, in contravention of the provisions of this Subordination Agreement. (b) So long as none of the events contemplated by Section 3(a) hereof shall have occurred, the Obligor may make payments on the Subordinated Obligations to the extent (but only to the extent) permitted by Section 6.5 of the Credit Agreement. (c) Hallmark Cards further acknowledges and agrees that, except as otherwise set forth herein, the Subordinated Creditors will not accept any security for the Subordinated Obligations unless and until the Obligations have been paid in full.

Restrictions on Payment of the Subordinated Obligations, etc. (a) Except after the Blockage Period (as defined below)otherwise expressly permitted herein, the no Subordinated Creditors shall not Creditor will ask, demand, sue ▇▇▇▇ for, take or receive, directly or indirectly, from any Obligor or any affiliate thereofa Loan Party, in cash or other property, by set-offsetoff, by realizing upon collateral, foreclosing on any lien or otherwise, by exercise of any remedies or rights under the Junior Obligation Subordinated Documents or at law or by executions, garnishments, levies, attachments or by any other action relating to the Subordinated Obligations, or in any other manner, payment of, or additional security forfor (unless the Senior Creditors shall have received or shall also receive a corresponding senior security interest), all or any part of the Subordinated Obligations unless and until the Senior Obligations shall have been paid in fullpaid, provided that each Subordinated Creditor may receive, and the Borrower may pay (but not prepay) Permitted Subordinated Payments. Each of Notwithstanding the foregoing, Borrower may not make and Subordinated Creditors may not receive any Permitted Subordinated Payments or any other amount due with respect to the Subordinated Creditors Obligations if, at the time of such payment, (1) Borrower and the Subordinated Lender agree shall have received written notice from Senior Agent stating that if any a Senior Default (as defined in the Credit Agreement) occurs then exists and is continuing, pursuant to which the Lender may, or following notice or lapse of time would be able to, accelerate the maturity of the (2) each such Senior Obligations, and if the Lender gives written notice of the event of default to the Obligors and the Subordinated Creditors (a "Blockage Notice"), then, unless and until such event of default has Default shall not have been cured or waived or has ceased to exist or in accordance with the Subordinated Creditors terms of the Senior Documents and the Obligors receive notice from the Lender terminating the Blockage Period (as defined below), during the 270 3) 180 days after the delivery of such Blockage Notice (the "Blockage Period"), the Subordinated Creditors shall not exercise any of the rights or remedies described in the preceding sentence. The Lender shall provide the Subordinated Creditors with such Blockage Notice within (10) Business Days' after it obtains knowledge of such Default, in which case the Blockage Period shall commence from have elapsed since the date such notice is was received by (the period during which such conditions exists being referred to as a “Limited Blockage Period”). (b) Borrower may resume making Permitted Subordinated Payments (and make any Permitted Subordinated Payments missed due to the existence of a Limited Blockage Period) in respect of the Subordinated Creditors; providedObligations upon the expiration of the Limited Blockage Period, however, that in whether by cure or waiver of the event applicable Senior Default or expiration of the Lender fails 180 day period with respect to deliver such notice within such 10-day periodthe Limited Blockage Period. (c) Notwithstanding any provision of this Section 3.2 to the contrary, the Blockage Period shall commence from the date the Lender obtained knowledge failure of such Default. The Obligors will not Borrower to make any payment on with respect to the Subordinated Obligations by reason of the operation of this subsection 3.2 shall not be construed as preventing the Subordinated Creditors from declaring an Event of Default under the applicable Subordinated Documents in connection with such payment. (d) Except as expressly permitted in Section 3.2(a) above, Borrower will not (and it will not allow any other Loan Party to) make any payment of any of the Subordinated Obligations, or take any other action, in contravention of the provisions of this Subordination Agreement.

Restrictions on Payment of the Subordinated Obligations, etc. (a) Except after the Blockage Period (as defined below)otherwise expressly permitted herein, the no Subordinated Creditors shall not Creditor will ask, demand, sue s▇▇▇▇ for, take or receive, directly or indirectly, from any Obligor or any affiliate thereofa Loan Party, in cash or other property, by set-offsetoff, by realizing upon collateral, foreclosing on any lien or otherwise, by exercise of any remedies or rights under the Junior Obligation Subordinated Documents or at law or by executions, garnishments, levies, attachments or by any other action relating to the Subordinated Obligations, or in any other manner, payment of, or additional security forfor (unless the Senior Creditors shall have received or shall also receive a corresponding senior security interest), all or any part of the Subordinated Obligations unless and until the Senior Obligations shall have been paid in fullpaid, provided that each Subordinated Creditor may receive, and the Borrower may pay (but not prepay) Permitted Subordinated Payments. Each of Notwithstanding the foregoing, Borrower may not make and Subordinated Creditors may not receive any Permitted Subordinated Payments or any other amount due with respect to the Subordinated Creditors Obligations if, at the time of such payment, (1) Borrower and the Subordinated Lender agree shall have received written notice from Senior Agent stating that if any a Senior Default (as defined in the Credit Agreement) occurs then exists and is continuing, pursuant to which (2) each such Senior Default shall not have been waived in writing by Senior Agent or cured in accordance with the Lender may, or following notice or lapse of time would be able to, accelerate the maturity terms of the Senior Obligations, Documents and if the Lender gives written notice of the event of default to the Obligors and the Subordinated Creditors (a "Blockage Notice"), then, unless and until such event of default has been cured or waived or has ceased to exist or the Subordinated Creditors and the Obligors receive notice from the Lender terminating the Blockage Period (as defined below), during the 270 3) 180 days after the delivery of such Blockage Notice (the "Blockage Period"), the Subordinated Creditors shall not exercise any of the rights or remedies described in the preceding sentence. The Lender shall provide the Subordinated Creditors with such Blockage Notice within (10) Business Days' after it obtains knowledge of such Default, in which case the Blockage Period shall commence from have elapsed since the date such notice is was received by (the period during which such conditions exists being referred to as a “Limited Blockage Period”). (b) Borrower may resume making Permitted Subordinated Payments (and make any Permitted Subordinated Payments missed due to the existence of a Limited Blockage Period) in respect of the Subordinated Creditors; providedObligations upon the expiration of the Limited Blockage Period, however, that whether by waiver in writing of the event applicable Senior Default by Senior Agent or cure or expiration of the Lender fails 180 day period with respect to deliver such notice within such 10-day periodthe Limited Blockage Period. (c) Notwithstanding any provision of this Section 3.2 to the contrary, the Blockage Period shall commence from the date the Lender obtained knowledge failure of such Default. The Obligors will not Borrower to make any payment on with respect to the Subordinated Obligations by reason of the operation of this subsection 3.2 shall not be construed as preventing the Subordinated Creditors from declaring a Subordinated Default in connection with such payment. (d) Except as expressly permitted in Section 3.2(a) above, Borrower will not (and it will not allow any other Loan Party to) make any payment of any of the Subordinated Obligations, or take any other action, in contravention of the provisions of this Subordination Agreement.

Restrictions on Payment of the Subordinated Obligations, etc. (a) Except after the Blockage Period (as defined below)otherwise set forth herein, the Subordinated Creditors shall will not ask, demand, sue ▇▇▇▇ for, take or receive, directly or indirectly, from any Obligor the Obligor, the Other Debtors or any affiliate thereof, in cash or other property, by set-off, by realizing upon collateral, foreclosing on any lien or otherwise, exercise of any remedies or rights under the Junior Obligation Documents or by executions, garnishments, levies, attachments or by any other action relating to the Subordinated Obligations, or in any other manner, payment of, or additional security for, all or any part of the Subordinated Obligations unless and until the Senior Obligations shall have been paid in full. Each of Neither the Subordinated Creditors and the Lender agree that if any Default (as defined in the Credit Agreement) occurs and is continuing, pursuant to which the Lender may, or following notice or lapse of time would be able to, accelerate the maturity of the Senior Obligations, and if the Lender gives written notice of the event of default to the Obligors and the Subordinated Creditors (a "Blockage Notice"), then, unless and until such event of default has been cured or waived or has ceased to exist or the Subordinated Creditors and the Obligors receive notice from the Lender terminating the Blockage Period (as defined below), during the 270 days after the delivery of such Blockage Notice (the "Blockage Period"), the Subordinated Creditors shall not exercise Obligor nor any of the rights or remedies described in the preceding sentence. The Lender shall provide the Subordinated Creditors with such Blockage Notice within (10) Business Days' after it obtains knowledge of such Default, in which case the Blockage Period shall commence from the date such notice is received by the Subordinated Creditors; provided, however, that in the event the Lender fails to deliver such notice within such 10-day period, the Blockage Period shall commence from the date the Lender obtained knowledge of such Default. The Obligors Other Debtors will not make any payment on any of the Subordinated Obligations, or take any other action, in contravention of the provisions of this Subordination Agreement. (b) So long as none of the events contemplated by Section 3(a) hereof shall have occurred the Obligor may make payments on the Subordinated Obligations to the extent (but only to the extent) permitted by Section 6.5 of the Credit Agreement. Notwithstanding anything to the contrary set forth in the preceding sentence or in Section 6.5 of the Credit Agreement, Subordinated Creditor and Obligor acknowledge and agree that in no way shall any payment which may from time to time be made on the Subordinated Obligations as permitted by the preceding clause 2(b) or Section 6.5 of the Credit Agreement constitute a waiver of any right or claim of the Agent or any of the Lenders to share in any recovery with other creditors of Obligor or any Other Debtor in the event that any such payment on any of the Subordinated Obligations is set aside as a fraudulent or preferential conveyance or transfer or otherwise required to be returned by any Subordinated Creditor in any proceeding referred to in section 3(a).