Common use of Subordination of Payment Clause in Contracts

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

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 Compass Senior DebtBorrower owed to the Lender; 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 Compass Senior Credit Agreement) the Agent under the Compass Senior Credit Agreement Lender has given written notice of such Default or Event of Default to the Noteholders Borrower (a "DEFAULT NOTICE"“Default Notice”), and the Company 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 Notes according to their termsDebt. At any time following the occurrence and during the continuance of any Default or Event of Default and provided that the Agent under the Compass Senior Credit Agreement Lender has given a Default Notice to the NoteholdersNotice, the Noteholders SP will not request, accept or receive, and the Borrower will not make, any payments payments, whether in cashcash or other Property, on or with respect to the Notes Debt unless and until (a) such Default or Event of Default shall have been cured or waived or shall have ceased to exist exist, or (b) such time as all Compass Senior Debt Obligations shall have been fully paid and performed and the obligation of the Senior Lenders Lender to make loans Loans under the Compass Senior Credit Agreement shall have terminated. Notwithstanding the above, if within 90 one hundred eighty (180) days after the giving of such Default Notice by the Agent under the Compass Senior Credit Agreement Lender such Default or Event of Default has not become the subject of (a) judicial proceedings or (b) an acceleration notice by the Senior LendersLender, then the Company Borrower may, at its option (unless in such interval the provision of this SECTION 12.1 Section 2.01 have again come into effect on account of any other Default or Event of Default that did not exist on the date of any prior Default NoticeDefault), resume making any and all required payments in respect of the Notes Debt in any manner authorized under the terms governing the Notes such Debt until such time (if any) that such judicial proceedings are instituted, such an acceleration notice is given or a Default Notice is given and a period of 90 one hundred eighty (180) 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 distribution, whether in cashcash or other Property, shall be received by the Noteholders 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 Agent under Lender for application to the Compass Senior Credit AgreementObligations until all Obligations shall have been paid in full.

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 the Compass Senior 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 Compass 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 Compass Senior Credit Agreement has (or all Senior Lenders thereunder have) given written notice of such Event of Default to the Noteholders (a "DEFAULT NOTICEDefault Notice"), the Company may pay only interest due on the Notes according to their terms. At any time following the occurrence and during the continuance of any Event of Default and provided that the Agent under the Compass Senior Credit Agreement has (or all Senior Lenders thereunder have) given a Default Notice to the Noteholders, the Noteholders will not accept or receive, any payments in cash, on or with respect to the Notes 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 Compass Senior Debt shall have been fully paid and performed and the obligation of the Senior Lenders to make loans under the Compass Senior Credit Agreement shall have terminated. Notwithstanding the above, if within 90 180 days after the giving of such Default Notice by the Company or the Agent under the Compass Senior Credit Agreement (or all Senior Lenders thereunder) such Event of Default has not become the subject of an acceleration notice by the Senior Lenders, then the Company may, at its option (unless in such interval the provision of this SECTION Section 12.1 have again ------------ come into effect on account of any other Event of Default that did not exist on the date of any prior Default Notice), resume making any and all required payments in respect of the Notes in any manner authorized under the terms governing the Notes until such time (if any) that such judicial proceedings are instituted, such an acceleration notice is given or a Default Notice is given and a period of 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 in cash, shall be received by 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 Agent under the Compass 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 Compass Senior DebtBorrower 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 Compass Senior Credit Agreement) the Agent under the Compass Senior Credit Agreement has Lenders have given written notice of such Event of Default to the Noteholders Borrower (a "DEFAULT NOTICE"), the Company Borrower may pay only interest due on the Notes Debt according to their its terms. At any time following the occurrence and during the continuance of any Event of Default and provided that the Agent under the Compass Senior Credit Agreement has Lenders have given a Default Notice to the NoteholdersNotice, the Noteholders Prudential will not request, accept or receive, and the Borrower will not make, any payments payments, whether in cashcash or other Property, on or with respect to the Notes Debt 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 Compass Senior Debt Obligations 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 90 ninety (90) days after the giving of such Default Notice by the Agent under the Compass Senior Credit Agreement Lenders such Event of Default has not become the subject of (a) judicial proceedings or (b) an acceleration notice by the Senior Lenders, then the Company may, at its option Borrower shall (unless in such interval the provision of this SECTION 12.1 Section 2.01 have again come into effect on account of any other Event of Default that did not exist on the date of any prior Default NoticeDefault), resume making any and all required payments in respect of the Notes Debt in any manner authorized under the terms governing the Notes 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 90 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 distribution, whether in cashcash or other Property, shall be received by the Noteholders 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 Agent under the Compass Senior Credit AgreementLenders.

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 Compass Senior DebtBorrower 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 Compass Senior Credit Agreement) the Agent under the Compass Senior Credit Agreement has Lenders have given written notice of such Event of Default to the Noteholders Borrower (a "DEFAULT NOTICE"), the Company Borrower may pay only interest due on the Notes Debt according to their its terms. At any time following the occurrence and during the continuance of any Event of Default and provided that the Agent under the Compass Senior Credit Agreement has Lenders have given a Default Notice to the NoteholdersNotice, the Noteholders 3TEC will not request, accept or receive, and the Borrower will not make, any payments payments, whether in cashcash or other Property, on or with respect to the Notes Debt 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 Compass Senior Debt Obligations 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 90 ninety (90) days after the giving of such Default Notice by the Agent under the Compass Senior Credit Agreement Lenders such Event of Default has not become the subject of (a) judicial proceedings or (b) an acceleration notice by the Senior Lenders, then the Company may, at its option Borrower shall (unless in such interval the provision of this SECTION 12.1 Section 2.01 have again come into effect on account of any other Event of Default that did not exist on the date of any prior Default NoticeDefault), resume making any and all required payments in respect of the Notes Debt in any manner authorized under the terms governing the Notes 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 90 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 distribution, whether in cashcash or other Property, shall be received by the Noteholders 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 Agent under the Compass Senior Credit AgreementLenders.

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 Compass Senior DebtBorrower 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 Compass Senior Credit Agreement) the Agent under the Compass Senior Credit Agreement has Lenders have given written notice of such Event of Default to the Noteholders Borrower (a "DEFAULT NOTICE"), the Company Borrower may pay only interest due on the Notes Debt according to their its terms. At any time following the occurrence and during the continuance of any Event of Default and provided that the Agent under the Compass Senior Credit Agreement has Lenders have given a Default Notice to the NoteholdersNotice, the Noteholders Shoeinvest will not request, accept or receive, and the Borrower will not make, any payments payments, whether in cashcash or other Property, on or with respect to the Notes Debt 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 Compass Senior Debt Obligations 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 90 ninety (90) days after the giving of such Default Notice by the Agent under the Compass Senior Credit Agreement Lenders such Event of Default has not become the subject of (a) judicial proceedings or (b) an acceleration notice by the Senior Lenders, then the Company may, at its option Borrower shall (unless in such interval the provision of this SECTION 12.1 Section 2.01 have again come into effect on account of any other Event of Default that did not exist on the date of any prior Default NoticeDefault), resume making any and all required payments in respect of the Notes Debt in any manner authorized under the terms governing the Notes 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 90 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 distribution, whether in cashcash or other Property, shall be received by the Noteholders 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 Agent under the Compass Senior Credit AgreementLenders.