Common use of Notes Subordinate to Senior Debt Clause in Contracts

Notes Subordinate to Senior Debt. The Company covenants and agrees, and each holder of a Note, by its acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth, the payment of the principal of and any premium and interest on each and all of the Notes are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Debt. “Senior Debt” means the principal of and any premium and interest on (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post-petition interest is allowed in such proceeding) all Indebtedness of the Company, incurred on or after the date of this Agreement and permitted to be incurred hereunder, unless it is provided in the instrument creating or evidencing the same or pursuant to which the same is outstanding that the obligations under such instrument are not superior in right of payment to the Notes issued under this Agreement; provided, however, that the amount of such Senior Debt shall in no event exceed $10,000,000; provided, further, that Senior Debt shall not include: (a) any obligation of the Company to any Subsidiary or any obligation of a Subsidiary to the Company or another Subsidiary; (b) any liability for Federal, state, foreign, local or other taxes owed or owing by the Company or any of its Subsidiaries; (c) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities); (d) Indebtedness to, or guaranteed on behalf of, any director, officer or employee of the Company or any of its Subsidiaries (including amounts owed for compensation); (e) any capital stock or redeemable stock of the Company or its Subsidiaries; (f) any Indebtedness that is expressly subordinate or junior in right of payment to the Notes; or (g) any Indebtedness incurred in violation of this Agreement. Only Indebtedness of the Company that is Senior Debt shall rank senior to the Notes. Each holder of a Note agrees, if requested by the Senior Lender to execute a Subordination Agreement for the benefit of the Senior Lender consistent with the provisions of this Section 17.1. 17.2.

Notes Subordinate to Senior Debt. The Company covenants and agrees, and each holder of a Note, by its acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth, the payment of the principal of and any premium and interest on each and all of the Notes are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Debt. “Senior Debt” means (i) the Indebtedness under the Senior Loan Agreement and any amendment, restatement or refinancing thereof, (ii) the Senior Notes and (iii) the principal of and any premium and interest on (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post-petition interest is allowed in such proceeding) all Indebtedness of the Company, incurred on or after the date of this Agreement and permitted to be incurred hereunder, unless it is provided in the instrument creating or evidencing the same or pursuant to which the same is outstanding that the obligations under such instrument are not superior in right of payment to the Notes issued under this Agreement; provided, however, that the aggregate amount of such all Senior Debt under clauses (i), (ii) and (iii) above shall in no event exceed $10,000,00042,000,000; provided, further, that Senior Debt shall not include: (a) any obligation of the Company to any Subsidiary or any obligation of a Subsidiary to the Company or another Subsidiary; (b) any liability for Federal, state, foreign, local or other taxes owed or owing by the Company or any of its Subsidiaries; (c) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities); (d) Indebtedness to, or guaranteed on behalf of, any director, officer or employee of the Company or any of its Subsidiaries (including amounts owed for compensation); (e) any capital stock or redeemable stock of the Company or its Subsidiaries; (f) any Indebtedness that is expressly subordinate or junior in right of payment to the Notes; or (g) any Indebtedness incurred in violation of this Agreement. Only Indebtedness of the Company that is Senior Debt shall rank senior to the Notes. Each holder of a Note agrees, if requested by the Senior Lender to execute a Subordination Agreement for the benefit of the Senior Lender consistent with the provisions of this Section 17.1. 17.2.27