PAYMENT SUBORDINATION definition
PAYMENT SUBORDINATION. All obligations under the Tranche A Facility (“Tranche A Obligations”) will be subordinated and junior in right of payment to all Obligations (“Revolving Credit Obligations”) and, except as otherwise expressly permitted by the Revolving Credit Lenders, will only be entitled to repayment after all Revolving Credit Obligations have been indefeasibly paid in full, in cash (other than contingent indemnification claims as to which no claim has been asserted) or, with respect to Letters of Credit constituting Revolving Credit Obligations, such Letters of Credit have been cash collateralized at 105% of face value, and all Commitments have been terminated or expired other than pursuant to cash management agreements or swap agreements, in each case, as to which satisfactory arrangements have been made with the applicable Revolving Credit Lender and/or its affiliate (the “Revolving Credit Termination Date”). For the avoidance of doubt, this payment subordination provision includes subordination of the Tranche A Obligations to interest on the Revolving Credit Obligations accruing after the commencement of a bankruptcy proceeding, whether or not such interest is an allowed claim against the Loan Parties. The Revolving Credit Lenders will consent to the Tranche A Lenders receiving the following payments prior to the Revolving Credit Termination Date: (i) regularly scheduled cash interest payments, (ii) the closing fee and reimbursement of reasonable and documented closing expenses payable on account of the Tranche A Facility, and (iii) a payment on account of OID, provided that (x) with respect to (ii) and (iii), such amounts are funded by the proceeds of the Tranche A Facility and (y) at the time of a payment with respect to regularly scheduled cash interest has become due, no Event of Default has occurred and is continuing. The Revolving Credit Lenders will not consent to the payment of any fees or expenses (other than the fees and expenses described in (ii) and (iii) of the preceding sentence) to the Tranche A Lenders.
Examples of PAYMENT SUBORDINATION in a sentence
LDI CORPORATION By: ------------------------------- Title: ----------------------------- EXHIBIT C --------- SEVERANCE PAYMENT SUBORDINATION AGREEMENT This Severance Payment Subordination Agreement (this "Agreement") is entered into between THOM▇▇ ▇.