Common use of Subordination of Payment Clause in Contracts

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. 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 SFP 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 SFP 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. 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 3TEC 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 3TEC 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. The payment of the Debt ------------------------ represented by the Notes 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 LendersSenior Debt; PROVIDEDprovided, HOWEVERhowever, so long as no -------- ------- Event of Default has occurred and is continuing for which (other than an event specified in Subsection 7.1(dSubsections 14(f) or (g) of the Senior Credit Agreement as in effect on November 23, 1999, or any similar provision in any amended, restated or replaced Senior Credit Agreement) the Company or the Agent under the Senior Credit Agreement has (or all Senior Lenders have thereunder have) given written notice of such Event of Default to the Borrower Noteholders (a "DEFAULT NOTICEDefault Notice"), the Borrower Company may pay only interest due on the Debt Notes according to its their terms. At any time following the occurrence and during the continuance of any Event of Default and provided that the Agent under the Senior Credit Agreement has (or all Senior Lenders have thereunder have) given a Default NoticeNotice to the Noteholders, Shoeinvest the Noteholders will not request, accept or receive, and the Borrower will not make, any payments, whether payments in cash or other Propertycash, on or with respect to the Debt Notes unless and until (a) such Event of Default shall have been cured or waived or shall have ceased to exist, exist or (b) such time as all Obligations Senior Debt shall have been fully paid and performed and the obligation of the Senior Lenders to make Loans loans under the Senior Credit Agreement shall have terminated. Notwithstanding the above, if within ninety (90) 180 days after the giving of such Default Notice by the Company or the Agent under the Senior Credit Agreement (or all Senior Lenders thereunder) such Event of Default has not become the subject of (a) judicial proceedings or (b) an acceleration notice by the Senior Lenders, then the Borrower shall Company may, at its option (unless in such interval the provision of this Section 2.01 12.1 have again ------------ come into effect on account of any other Event of DefaultDefault that did not exist on the date of any prior Default Notice), resume making any and all required payments in respect of the Debt Notes in any manner authorized under the terms governing such Debt the Notes 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) 180 days shall not have elapsed since the giving of such Default Notice as contemplated above. (If more than one Default Notice is given, e.g. by the Company and the Agent, such period ---- shall run from the giving of the first Default Notice.) In the event any direct or indirect payment or distribution, whether distribution in cash or other Propertycash, shall be received by Shoeinvest the Noteholders 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 LendersAgent under the Senior Credit Agreement.

Subordination of Payment. The payment of the Debt represented by the Notes 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 LendersCompass Senior Debt; 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 Compass Senior Credit Agreement) the Lenders have Agent under the Compass Senior Credit Agreement has given written notice of such Event of Default to the Borrower Noteholders (a "DEFAULT NOTICE"), the Borrower Company may pay only interest due on the Debt Notes according to its their terms. At any time following the occurrence and during the continuance of any Event of Default and provided that the Lenders have Agent under the Compass Senior Credit Agreement has given a Default NoticeNotice to the Noteholders, Shoeinvest the Noteholders will not request, accept or receive, and the Borrower will not make, any payments, whether payments in cash or other Propertycash, on or with respect to the Debt Notes unless and until (a) such Event of Default shall have been cured or waived or shall have ceased to exist, exist or (b) such time as all Obligations Compass Senior Debt shall have been fully paid and performed and the obligation of the Senior Lenders to make Loans loans under the Compass Senior Credit Agreement shall have terminated. Notwithstanding the above, if within ninety (90) 90 days after the giving of such Default Notice by the Lenders Agent under the Compass Senior Credit Agreement such Event of Default has not become the subject of (a) judicial proceedings or (b) an acceleration notice by the Senior Lenders, then the Borrower shall Company may, at its option (unless in such interval the provision of this Section 2.01 SECTION 12.1 have again come into effect on account of any other Event of DefaultDefault that did not exist on the date of any prior Default Notice), resume making any and all required payments in respect of the Debt Notes in any manner authorized under the terms governing such Debt the Notes 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) 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 distribution in cash or other Propertycash, shall be received by Shoeinvest the Noteholders 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 LendersAgent under the Compass Senior Credit Agreement.

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 Prudential 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 Prudential 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. 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 LendersLender; PROVIDEDprovided, HOWEVERhowever, so long as no Default or 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 Lender has given written notice of such Default or Event of Default to the Borrower (a "DEFAULT NOTICE"“Default Notice”), and the payment of interest and/or principal will not result in a Default or an Event of Default, the Borrower may pay only interest due and/or principal on the Debt according to its termsDebt. At any time following the occurrence and during the continuance of any Default or Event of Default and provided that the Lenders have Lender has given a Default Notice, Shoeinvest SP 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 Default or 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 Lender to make Loans under the Credit Agreement shall have terminated. Notwithstanding the above, if within ninety one hundred eighty (90180) days after the giving of such Default Notice by the Lenders Lender such Default or Event of Default has not become the subject of (a) judicial proceedings or (b) an acceleration notice by the LendersLender, then the Borrower shall may, at its option (unless in such interval the provision of this Section 2.01 have again come into effect on account of any other Default or 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 one hundred eighty (90180) days shall not have elapsed since the giving of such Default Notice as contemplated above. In the event If any direct or indirect payment or distribution, whether in cash or other Property, shall be received by Shoeinvest SP 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 LendersLender for application to the Obligations until all Obligations shall have been paid in full.