Subordination of Payment. The payment of the Debt is hereby expressly subordinated in right of payment to the prior payment in full of all Obligations and all other indebtedness of the Borrower owed to the Lenders; PROVIDED, HOWEVER, so long as no Event of Default has occurred and is continuing for which (other than an event specified in Subsection 7.1(d) of the Credit Agreement) the Lenders have given written notice of such Event of Default to the Borrower (a "DEFAULT NOTICE"), the Borrower may pay only interest due on the Debt according to its terms. At any time following the occurrence and during the continuance of any Event of Default and provided that the Lenders have given a Default Notice, Shoeinvest will not request, accept or receive, and the Borrower will not make, any payments, whether in cash or other Property, on or with respect to the Debt unless and until (a) such Event of Default shall have been cured or waived or shall have ceased to exist, or (b) such time as all Obligations shall have been fully paid and performed and the obligation of the Lenders to make Loans under the Credit Agreement shall have terminated. Notwithstanding the above, if within ninety (90) days after the giving of such Default Notice by the Lenders such Event of Default has not become the subject of (a) judicial proceedings or (b) an acceleration notice by the Lenders, then the Borrower shall (unless in such interval the provision of this Section 2.01 have again come into effect on account of any other Event of Default), resume making any and all required payments in respect of the Debt in any manner authorized under the terms governing such Debt until such time (if any) that such judicial proceedings are instituted, such an acceleration notice is given or a Default Notice (on account of any other Event of Default) is given and a period of ninety (90) days shall not have elapsed since the giving of such Default Notice as contemplated above. In the event any direct or indirect payment or distribution, whether in cash or other Property, shall be received by Shoeinvest in contravention of the provisions hereof, such payment or distribution shall be held in trust for, and shall be immediately paid over or delivered to, the Lenders.
Subordination of Payment. Except as set forth in Section 2.2 below, the payment of any and all of the principal amount of, interest on and any fees, costs and expenses on the Subordinated Debt is hereby expressly subordinated and made junior to the payment of the principal amount, all interest, all liquidated damages, fees, costs, expenses and any other amounts due on the Senior Debt.
Subordination of Payment. (a) General Notwithstanding anything in the Subordinated Loan Documents to the contrary, Argyle agrees and covenants that the Subordinated Secured Obligations are and shall be subordinate in right of payment to the Senior Secured Obligations. Each of the Senior Lenders agrees that his or its respective rights to payments from Borrower on the Senior Secured Obligations shall be pari passu with the other Senior Lenders. The Senior Secured Obligations shall not be deemed to have been paid in full until the Senior Loan Documents shall have been terminated as provided therein and the Senior Lenders shall each have received payment in full of the Senior Secured Obligations in cash or equity as provided for in the Senior Loan Documents.
Subordination of Payment. Until the Senior Secured Obligations have been paid in full, the payment of the Subordinated Secured Obligations shall be postponed and subordinated to the payment of all of the Senior Secured Obligations except that the Subordinated Secured Obligations can be converted in whole or in part into equity of the Borrower at any time in accordance with the Subordinated Loan Documents. Except as provided in the immediately preceding sentence, Argyle shall accept no payments or other distributions whatsoever on account of the Subordinated Secured Obligations under and pursuant to the Subordinated Loan Documents, nor shall any property or assets of the Borrower be applied to the purchase or acquisition or retirement of any of the Subordinated Secured Obligations.
Subordination of Payment. Except as provided in Section 4 above, so long as any amount is outstanding and owing to Lender on or related to the Loan:
a. The right of Creditor to receive payment, whether of principal or interest, on the Creditor Indebtedness is subordinated to the right of Lender to receive payment on the Lender Indebtedness.
b. Creditor covenants that it will not receive or accept any payments from or on behalf of Borrower, or any other obligor on the Creditor Indebtedness without the prior written consent of Lender. However, if Creditor receives any cash payment in violation of this covenant, such cash payments shall be received in trust for Lender and shall be promptly tendered to Lender to be applied toward payment of the Lender Indebtedness.
Subordination of Payment. The Company and each Subsidiary ------------------------ Borrower agrees that the Intercompany Loans are subordinated in right of payment, to the extent and in the manner provided in this Article III, to the prior payment in full in cash of all the Guaranteed Obligations (as defined in the Credit Agreement) and that the subordination is for the benefit of and enforceable by the Collateral Agent on behalf of the Secured Parties.
Subordination of Payment. Except as provided in Section 4 above, so long as any amount is outstanding and owing to Lender on or related to the Lender Indebtedness:
a. The right of Creditor to receive payment, whether of principal or interest, on the Creditor Indebtedness is subordinated to the right of Lender to receive payment on the Lender Indebtedness.
b. BDI covenants that it will not make, and Creditor covenants and agrees that it will not receive or accept, any payments from or on behalf of Borrowers or any other obligor on the Creditor Indebtedness without the prior written consent of Lender; provided, however, Creditor may receive and accept payments from or on behalf of Borrowers on the Creditor Indebtedness so long as each of the following requirements is met:
(i) The Term Loan and Acquisition Loan have each been irrevocably repaid in full;
(ii) Both before and after giving effect to any such payment, Borrowers are in compliance with the financial covenants specified in the Restated Loan Agreement; and
(iii) Borrowers do not use the Revolving Loan to make the payment on the Creditor Indebtedness; provided, however, Borrowers may use the Revolving Loan to fund principal and interest payments on the Creditor Indebtedness so long as Borrowers provide evidence to Lender that such use of the Revolving Loan will not impair Borrowers’ liquidity and availability under the Revolving Loan for funding capital expenditures, seasonal working capital, and other corporate obligations and operational cash requirements (collectively, the “Subordinated Debt Repayment Requirements”). Creditor and BDI agree that if (1) the Creditor Indebtedness remains outstanding and (2) Borrowers do not meet the Subordinated Debt Repayment Requirements as of the date which is 30 days prior to the Subordinated Note Maturity Date, Creditor agrees that on or before the Subordinated Note Maturity Date Creditor shall extend the Subordinated Note Maturity Date to the earlier of (y) the earliest date on which the Borrowers satisfy the Subordinated Debt Repayment Requirements, and (z) one year after the Subordinated Note Maturity Date. If 30 days prior to such extended one year Subordinated Note Maturity Date the Subordinated Debt Repayment Requirements have not been met, then the Subordinated Note Maturity Date shall be extended further as provided in the prior sentence. In the event that the Subordinated Note Maturity Date is extended as described above, then the interest rate per annum payable under the Subordi...
Subordination of Payment. The indebtedness evidenced by this Note is subordinated and junior in right of payment to the prior payment in full of all indebtedness of the Company and its subsidiaries to any bank, or other financial institution for money borrowed under any loan agreement, credit agreement, promissory note or similar instruments ("Bank Debt"). No payment of principal or interest on that Note may be paid (i) if any Bank Debt is not paid when due and any applicable grace period with respect to such default has ended and such default has not been cured or waived or ceased to exist, or (ii) if the maturity of any Bank Debt has been accelerated because of a default by Xxxxxx.
Subordination of Payment. (a) The Subordinated Obligations shall be subordinate and subject in right of payment to the prior payment in full of the Lender Obligations and, except as hereinafter provided, the Holder will not take or receive from the Buyers, by set-off or in any other manner, payment of the whole or any part of the Subordinated Obligations, or any security therefor, unless and until all of the Lender Obligations shall have been paid in full. The Holder will not take any action to prevent the Buyers from making such prior payment to the Lender in respect of the Lender Obligations.
(b) Except as permitted herein, the Buyers will not, and will not permit any of their Affiliates, to purchase or otherwise acquire or secure or make any payments in respect of the Subordinated Obligations unless and until all of the Lender Obligations shall have been fully paid.
(c) In the event that a Royalty Shortfall Payment (as defined in the Asset Purchase Agreement) shall be due to the Buyers pursuant to the Asset Purchase Agreement, any such payment shall be made in immediately available funds to the Buyers and no Buyer shall satisfy any Royalty Shortfall Payment by decreasing the principal balance of the Subordinated Note or offsetting such amount against any other obligation of such Buyer to the Holder (including in respect of the Earn-Out Payments).
(d) Unless all of the Lender Obligations shall have been paid in full, the Holder agrees that any Earn-Out Payments due to the Holder shall be paid solely in XCel Shares.
Subordination of Payment. Each Junior Creditor hereby agrees that during the term of this Agreement, and notwithstanding anything to the contrary in the Junior Creditor Documents, the Junior Obligations are subordinated in right of payment to the prior final and indefeasible payment in cash to 15 IGX Subord Agree Final.docx Senior Creditor and performance of the Senior Obligations in full, in the manner and to the extent as provided for herein, and that such subordination is for the benefit of Senior Creditor. Each Junior Creditor hereby further agrees that except as otherwise specifically permitted in this Section 3, prior to the final and indefeasible payment in cash to Senior Creditor and performance of the Senior Obligations in full such Junior Creditor will not request, demand, take, accept, or receive any Distribution from or on behalf of any Borrower or any Senior Guarantor.
