Subordination of Other Indebtedness Sample Clauses

Subordination of Other Indebtedness. Any Indebtedness of the Borrower or any other Loan Party now or hereafter held by any Guarantor is hereby subordinated in right of payment to the Guaranteed Obligations, and any such Indebtedness of any such Borrower or such other Loan Party to such Guarantor collected or received by such Guarantor after an Event of Default has occurred and is continuing shall be held in trust for Agent on behalf of the Finance Parties and shall forthwith be paid over to Agent for the benefit of the Finance Parties to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of such Guarantor under any other provision of this Agreement; provided that prior to the occurrence of an Event of Default, Guarantors may borrow, repay and reborrow intercompany Indebtedness to the extent such intercompany Indebtedness is permitted under Section 7.2 of the Loan Agreement.
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Subordination of Other Indebtedness. Aimia EMEA Limited (“Aimia’) shall execute and deliver to Agent for the benefit of Lenders a Subordination Agreement, in such form as Agent shall specify, subordinating existing and future Indebtedness of the Borrower to Aimia in the amount of $23,673,836 to the Obligations. Schedule to Loan and Security Agreement
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Subordination of Other Indebtedness. Any indebtedness of Sunbelt for borrowed money now or hereafter held by Guarantor is hereby subordinated in right of payment to the Indebtedness, and in the event Sunbelt shall default in the payment of the Indebtedness, any indebtedness of Sunbelt to Guarantor collected or received by Guarantor shall be held in trust for the Secured Parties and shall be paid over to the Secured Parties for the account of the Secured Parties for distribution in accordance with the terms of the Intercreditor Agreement. Guarantor agrees that amounts paid over to such Secured Party for the account of the Secured Parties pursuant to the subordination provisions of this subsection 2.4 shall be separate and apart from, and shall not be credited to, the liability of Guarantor pursuant to subsection 2.2.
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Subordination of Other Indebtedness. Any indebtedness of Huntway for borrowed money now or hereafter held by Guarantor is hereby subordinated in right of payment to the Indebtedness, and in the event Huntway shall default in the payment of the Indebtedness, any indebtedness of Huntway to Guarantor collected or received by Guarantor shall be held in trust for the Secured Parties and shall be paid over to Collateral Agent for the account of the Secured Parties for distribution in accordance with the terms of the Intercreditor Agreement. Guarantor agrees that amounts paid over to Collateral Agent for the account of such Secured Party pursuant to the subordination provisions of this subsection 2.4 shall be separate and apart from, and shall not be credited to, the liability of Guarantor pursuant to subsection 2.2.
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Subordination of Other Indebtedness. Any indebtedness of Huntway for borrowed money now or hereafter held by Guarantor is hereby subordinated in right of payment to the Indebtedness, and in the event
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Subordination of Other Indebtedness. Any indebtedness of the ----------------------------------- Borrower to the Guarantor now or hereafter existing (including, but not limited to, any rights to subrogation the Guarantor may have as a result of any payment by the Guarantor under this Guaranty), together with any interest thereon, shall be, and such indebtedness is hereby subordinated until payment in full of the indebtedness of the Borrower to the Lender under the Loan Document and all other obligations hereunder. Until payment in full with interest of the indebtedness of the Borrower to the lender (and including interest accruing on the Note after any petition under the Bankruptcy Reform Act of 1978, as amended (the "Bankruptcy Code"), which post-petition interest the parties agree shall remain a claim that is prior and superior to any claim of the Guarantor notwithstanding any contrary practice, custom or ruling in proceedings under the Bankruptcy Code generally), the Guarantor agrees not to accept any payment or satisfaction of any kind of any indebtedness of the Borrower to the Guarantor. Further, the Guarantor agrees that until such payment in full: (i) no Guarantor shall accept payment from any other Guarantor by way of contribution on account of any payment made hereunder by such party to the Lender; (ii) no one of them will take any action to exercise or enforce any rights to such contribution; and (iii) if any individual or entity comprising the Guarantor should receive any payment, satisfaction or security for any indebtedness of the Borrower to any individual or entity comprising the Guarantor or for any contribution by any other individual or entity comprising the Guarantor for payment made hereunder by the recipient to the Lender at any time the Borrower is in default under the Loan Documents, the same shall be delivered to the Lender in the form received, endorsed or assigned as may be appropriate for application on account of, or as security for the indebtedness of the Borrower to the Lender. This provision shall not restrict or impair Guarantor's right to receive compensation from Borrower for his service to Borrower as an employee. Any lien or charge on the Collateral (as defined the Credit Agreement), all rights therein and thereto, and on the profits, losses, income and distributions to be realized therefrom, which the Guarantor may have or obtain as security for any loans or advances to Borrower shall be, and such lien or charge hereby is, subordinated to the indebtedness ...
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Subordination of Other Indebtedness. The Borrower shall not incur Indebtedness to Interpool Limited, the Parent Guarantor or any Subsidiary of the Parent Guarantor that is not fully subordinated to the Borrower's obligations to the Agent and the Lenders under the Loan Documents.
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Subordination of Other Indebtedness. ​ This Senior Amended Note, the Loan Amount, and any interest accrued thereon, shall have a priority of payment over any and all other indebtedness owed by Borrower to Lender or owed by B01rnwer to any third parties, and any and all rights, obligations and payments due from Borrower to Lender or any third parties shall be subordinated to all principal and interest due to Lender under this Senior Amended Note, including, but not limited to, that certain Secured Promissory Note by and between Lender and Borrower of even date herewith in the amount of Four Million Nine Hundred Fifty Thousand Dollars ($4,950,000). ​
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Subordination of Other Indebtedness. Any indebtedness of the Company for borrowed money now or hereafter held by the Partnership is hereby subordinated in right of payment to the prior indefeasible payment in full in cash hereunder of the Obligations.
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Related to Subordination of Other Indebtedness

  • Acceleration of Other Indebtedness Any breach, default or event of default shall occur and be continuing, or any other condition shall exist under any instrument, agreement or indenture pertaining to any recourse Indebtedness (other than the Obligations) of the Company, the Borrower or their Subsidiaries aggregating more than $10,000,000, and the effect thereof is to cause an acceleration, mandatory redemption or other required repurchase of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption or other repurchase of such Indebtedness; or any such Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Borrower or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof; or any such Indebtedness shall not be repaid at maturity (after taking into account grace and cure periods).

  • Subordination of Other Obligations Any Indebtedness of Borrower or any Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.

  • Prepayment of Other Indebtedness, Etc (a) Amend or modify any of the terms of any Indebtedness of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents) if such amendment or modification would add or change any terms in a manner adverse to any Loan Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto.

  • Prepayments of Other Indebtedness Modifications of Organizational Documents, Acquisition and Certain Other Documents, etc 101 Section 6.12. Limitation on Certain Restrictions on Subsidiaries 103 Section 6.13. No Further Negative Pledge 104 Section 6.14. Business 104 Section 6.15. Amendments to Organizational Documents 104 Section 6.16. Limitation on Accounting Changes 104 Section 6.17. Fiscal Periods 104 Page ARTICLE VII GUARANTEE 105 Section 7.01. The Guarantee 105 Section 7.02. Obligations Unconditional 105 Section 7.03. Reinstatement 106 Section 7.04. Subrogation; Subordination 106 Section 7.05. Remedies 107 Section 7.06. Instrument for the Payment of Money 107 Section 7.07. Continuing Guarantee 107 Section 7.08. General Limitation on Guarantee Obligations 107 Section 7.09. Release of Guarantors 107 Section 7.10. Right of Contribution 108 ARTICLE VIII EVENTS OF DEFAULT 108 Section 8.01. Events of Default 108 Section 8.02. [RESERVED] 111 Section 8.03. Borrower’s Right to Cure 111 ARTICLE IX THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT 112 Section 9.01. Appointment 112 Section 9.02. Agent in Its Individual Capacity 113 Section 9.03. Exculpatory Provisions 113 Section 9.04. Reliance by Agent 114 Section 9.05. Delegation of Duties 114 Section 9.06. Successor Agent 115 Section 9.07. Indemnification 116 Section 9.08. Withholding Taxes 117 Section 9.09. [RESERVED] 117 Section 9.10. Lenders’ Representations, Warranties and Acknowledgment 117 Section 9.11. Collateral Documents and Guaranty. 118 Section 9.12. Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim 120 Section 9.13. No Other Duties Etc 120 ARTICLE X MISCELLANEOUS 121 Section 10.01. Notices. 121 Section 10.02. Waivers; Amendment 122 Section 10.03. Expenses; Indemnity; Damage Waiver 126 Section 10.04. Successors and Assigns 128 Section 10.05. Survival of Agreement 137 Section 10.06. Counterparts; Integration; Effectiveness 137 Section 10.07. Severability 137 Section 10.08. Right of Setoff 137 Section 10.09. Governing Law; Jurisdiction; Consent to Service of Process 138 Section 10.10. Waiver of Jury Trial 139 Section 10.11. Headings 139 Section 10.12. Confidentiality 139 Section 10.13. Interest Rate Limitation 140 Section 10.14. Assignment Agreement 140 Page Section 10.15. Obligations Absolute 141 Section 10.16. Waiver of Defenses; Absence of Fiduciary Duties 141 Section 10.17. USA Patriot Act 142 Section 10.18. [RESERVED] 142 Section 10.19. Concerning the ABL Facility 142 ANNEXES Annex I Initial Lenders and Commitments Annex II Initial Lender Addresses SCHEDULES Schedule 1.01(a) Material Indebtedness Schedule 3.05(b) Owned and Leased Property Schedule 3.06 Intellectual Property Matters Schedule 3.07(a) Subsidiaries Schedule 3.16 Environmental Matters Schedule 5.11(d) Real Property Collateral Matters Schedule 5.14 Post-Closing Items Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments EXHIBITS Exhibit A Form of Assignment Agreement Exhibit B Form of Funding Notice Exhibit C Form of Compliance Certificate Exhibit D Form of Intercompany Note Exhibit E Form of Conversion/Continuation Notice Exhibit F United States Tax Compliance Certificate Exhibit G Form of Note Exhibit H Form of Security Agreement Exhibit J Form of Solvency Certificate Exhibit K Form of Guarantee Joinder Agreement Exhibit L Form of ABL Intercreditor Agreement [Exhibits H and L have been omitted as these have been separately filed as exhibits to the Form S-1]. CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of May 16, 2012 by and among Five Below, Inc., a Pennsylvania corporation (the “Borrower”), the Guarantors party hereto from time to time, the Lenders, and Xxxxxxx Xxxxx Bank USA (“Xxxxxxx Sachs”), Barclays Bank PLC and Jefferies Finance LLC, as Lead Arrangers and as Lead Bookrunners, Xxxxxxx Sachs as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”) and as Collateral Agent for the Secured Parties (in such capacity, the “Collateral Agent”), Credit Suisse AG, Cayman Islands Branch, Deutsche Bank Trust Company Americas, UBS Securities LLC and Xxxxx Fargo Bank, National Association, as Arrangers (in such capacity and together with the Lead Arrangers, the “Arrangers”) and Bookrunners (in such capacity and together with the Lead Bookrunners, the “Bookrunners”), Barclays Bank PLC, as Syndication Agent (in such capacity, the “Syndication Agent”), and Jefferies Finance LLC, as Documentation Agent (in such capacity, the “Documentation Agent”).

  • Non-Payments of Other Indebtedness Any Consolidated Company shall fail to make when due (whether at stated maturity, by acceleration, on demand or otherwise, and after giving effect to any applicable grace period) any payment of principal of or interest on any Indebtedness (other than the Obligations) exceeding $5,000,000 in the aggregate;

  • Default on Other Indebtedness A default shall occur in the payment of any amount when due (subject to any applicable grace period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than Indebtedness described in Section 8.1.1) of Holdings or any of its Subsidiaries or any other Obligor having a principal or stated amount, individually or in the aggregate, in excess of $30,000,000, or a default shall occur in the performance or observance of any obligation or condition with respect to such Indebtedness if the effect of such default is to accelerate the maturity of any such Indebtedness or such default shall continue unremedied for any applicable period of time sufficient to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become due and payable or to require such Indebtedness to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity.

  • Subordination of Intercompany Indebtedness Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

  • No Other Indebtedness On the Closing Date and after giving effect to the transactions contemplated hereby, none of the Loan Parties nor any of their Subsidiaries have any Indebtedness other than Indebtedness permitted under Section 8.1.

  • Subordination of Indebtedness Any indebtedness or other obligation of Borrower now or hereafter held by or owing to Guarantor is hereby subordinated in time and right of payment to all obligations of Borrower to Bank, except as such indebtedness or other obligation is expressly permitted to be paid under the Credit Agreement; and such indebtedness of Borrower to Guarantor is assigned to Bank as security for this Guaranty, and if Bank so requests shall be collected, enforced and received by Guarantor in trust for Bank and to be paid over to Bank on account of the Obligations of Borrower to Bank, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty. Any notes now or hereafter evidencing such indebtedness of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Bank.

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