Common use of Payment Subordinated Clause in Contracts

Payment Subordinated. Anything in this Agreement or the Notes notwithstanding, the payment of the Subordinated Indebtedness is and shall be expressly subordinate and junior in right of payment and, as provided in Section 4.4 hereof, any exercise of remedies, to the prior payment or conversion in full of the Senior Indebtedness to the extent and in the manner provided herein, and the Subordinated Indebtedness is hereby subordinated as a claim against the Company or any of the assets of the Company whether such claim be (i) in the event of any distribution of the assets of the Company, upon any voluntary or involuntary dissolution, winding-up, total or partial liquidation or reorganization, or bankruptcy, insolvency, receivership or other statutory or common law proceedings or arrangements involving the Company or the readjustment of any of its liabilities or any assignment for the benefit of creditors or any marshaling of its assets or liabilities (collectively called a “Reorganization”), or (ii) other than in connection with a Reorganization, to the prior payment or conversion in full of the Senior Indebtedness. In furtherance of the foregoing, the Company agrees that it will not make, and the holder of Subordinated Indebtedness agrees that it will not accept or receive, any payment of Subordinated Indebtedness, including, without limitation, any payment received through the exercise of any right of setoff, counterclaim or cross claim, until all of the Senior Indebtedness has been paid or satisfied in full or provision made for the full payment thereof in cash or the satisfaction thereof in full, except to the extent such payment is permitted by Section 12.6 hereof.

Payment Subordinated. (a) Anything in this Agreement or the Notes Subordinated Agreements to the contrary notwithstanding, each Investor hereby subordinates and defers the payment of the Subordinated Indebtedness is Obligations, and the Subordinated Obligations are and shall be hereby made expressly subordinate and junior in right of payment and, as provided in Section 4.4 hereof, any exercise of remedies, to the prior indefeasible payment or conversion in full in cash of the Senior Indebtedness to and termination of the extent Senior Credit Agreement and in the manner provided hereinIndenture, and the Subordinated Indebtedness is Obligations are hereby subordinated as a claim against the Company Companies and the Management Stockholders (relating to the Senior Indebtedness) or any of the assets of of, or ownership interests in, the Company Companies whether such claim be (i) in the event of any distribution of the assets of the Company, a Company upon any voluntary or involuntary dissolution, winding-up, total or partial liquidation or reorganization, or bankruptcy, insolvency, receivership or other statutory or common law proceedings or arrangements involving the a Company or the readjustment of any the liabilities of its liabilities a Company or any assignment for the benefit of creditors or any marshaling of its the assets or liabilities of a Company (collectively called any of the foregoing being hereinafter referred to as a “"Reorganization”"), (ii) in connection with a sale of the Companies pursuant to the Subordinated Agreements or otherwise or (iiiii) other than in connection with a Reorganizationany Reorganization or any such sale, to the prior indefeasible payment or conversion in full in cash of the Senior IndebtednessIndebtedness and termination of the Senior Credit Agreement and the Indenture. In furtherance of the foregoing, except as provided in Section 3.6 hereof, the Company agrees that it Companies will not make, and the no holder of Subordinated Indebtedness agrees that it Obligations will not accept or receive, any payment of Subordinated Indebtedness, including, without limitation, any payment received through the exercise of any right of setoff, counterclaim or cross claim, Obligations until all of the Senior Indebtedness has been indefeasibly paid or satisfied in full or provision made for the full payment thereof in cash or and the satisfaction thereof in full, except to Senior Credit Agreement and the extent such payment is permitted by Section 12.6 hereofIndenture have been terminated.

Payment Subordinated. Anything in this Agreement or the Notes Subordinated Agreements to the contrary notwithstanding, the payment of the Subordinated Indebtedness is and shall be expressly subordinate and junior in right of payment and, as provided in Section 4.4 hereof, any and exercise of remedies, remedies (a) to the prior payment or conversion in full in cash of all principal and interest of the Senior Indebtedness to the extent and in the manner provided herein, and and, except as otherwise specifically provided herein, the Subordinated Indebtedness is hereby subordinated as a claim against (i) the Company Companies and WC Holdings to any and all claims against the Companies and WC Holdings, or any of them, that the Senior Lender may possess under, arising from or related to the Senior Loan Documents or the Senior Indebtedness, or (ii) any of the assets of the Company Companies and WC Holdings, or any of them, that secure the Senior Indebtedness, whether such claim be (i) in the event of any distribution of the assets of the CompanyCompanies and WC Holdings, or any of them, upon any voluntary or involuntary dissolution, winding-up, total or partial liquidation or reorganization, or bankruptcy, insolvency, receivership or other statutory or common law proceedings or arrangements involving the any Company or WC Holdings or the readjustment of the liabilities of any of its liabilities Company or WC Holdings or any assignment for the benefit of creditors or any marshaling marshalling of its the assets or liabilities of any Company or WC Holdings (collectively called a “"Reorganization”"), or (iib) other than in connection with a Reorganization, to the prior payment or conversion in full in cash of all principal and interest with respect to the Senior Indebtedness. Except as otherwise agreed in writing by the Subordinated Lender, the Subordinated Indebtedness shall in no event be subordinated to any, and shall rank in all respects prior to, all existing and future indebtedness of WC Holdings to the Senior Lender that is not Senior Indebtedness. Notwithstanding anything to the contrary set forth in this Agreement, the Subordinated Lender, the Senior Lender and all other parties hereto agree that the Subordinated Indebtedness may be repaid, in full or in part, by Security Capital Corporation, a Delaware corporation ("SCC"), at any time, provided that any such full or partial repayment of the Subordinated Indebtedness by SCC shall be made solely with the assets and property of SCC (and not with any assets or property of WC Holdings or any Company) and such payment by SCC shall not be subject in any way to the terms, conditions or restrictions of this Agreement. In furtherance of the foregoingforegoing (except as provided in Section 3.6 hereof and except for the payment of (i) the Additional Capital Contribution, (ii) the proceeds of the Life Insurance Policy and (iii) the proceeds of the Subordinated Lender's exercise of its rights under WC Holdings' pledge to the Subordinated Lender (the "Stock Pledge") of the shares of common stock of Health Power held by WC Holdings (the "Company agrees that it will not Stock") in accordance with the provisions of the Subordinated Agreements), neither any Company nor WC Holdings shall make, and the no holder of Subordinated Indebtedness agrees that it will not shall accept or receive, any payment of Subordinated Indebtedness, including, without limitation, any payment received through the exercise of any right of setoff, counterclaim or cross claim, Indebtedness until all of principal and interest with respect to the Senior Indebtedness has been paid or satisfied in full or provision made for the full payment thereof in cash or and the satisfaction thereof in full, except obligation of the Senior Lender to extend further credit to the extent such payment Companies under the Senior Loan Documents is permitted by Section 12.6 hereofterminated.

Payment Subordinated. Anything in this Agreement the instruments or agreements evidencing Subordinated Indebtedness to the Notes contrary notwithstanding, the payment of the Subordinated Indebtedness is and shall be expressly subordinate and junior in right of payment and, as provided in Section 4.4 hereof, any and exercise of remedies, remedies to the prior indefeasible payment or conversion in full in cash of the Senior Indebtedness to the extent and in the manner provided herein, and the Subordinated Indebtedness is hereby subordinated as a claim against the Company Borrower or any of the assets of the Company of, or ownership interests in, Borrower whether such claim be (ia) in the event of any distribution of the assets of the Company, Borrower upon any voluntary or involuntary dissolution, winding-up, total or partial liquidation or reorganization, or bankruptcy, insolvency, receivership or other statutory or common law proceedings or arrangements involving the Company or the readjustment of any of its liabilities or any assignment for the benefit of creditors or any marshaling of its assets or liabilities (collectively called a “Reorganization”)Insolvency Proceeding, or (iib) other than in connection with a Reorganizationan Insolvency Proceeding, to the prior indefeasible payment or conversion in full in cash of the Senior Indebtedness. In furtherance of the foregoing, except as expressly permitted by the Company agrees that it Loan Agreement or this Subordination Agreement or unless Lender shall otherwise consent in writing, Borrower will not make, and the holder of Subordinated Indebtedness agrees that it Creditor will not accept or receive, any payment of Subordinated Indebtedness, including, without limitation, any payment received through the exercise of any right of setoff, counterclaim or cross claim, Indebtedness until all of the Senior Indebtedness has SUBORDINATION AGREEMENT - Page 2 ----------------------- been indefeasibly paid or satisfied in full or provision made for the full payment thereof in cash or and Lender's commitment to make Advances under the satisfaction thereof in full, except to the extent such payment is permitted by Section 12.6 hereofLoan Agreement has terminated.

Payment Subordinated. Anything in this Agreement or the Notes Subordinated Debt Documents -------------------- notwithstanding, the payment of the Subordinated Indebtedness is and shall be expressly subordinate and junior in right of payment and, as provided in Section 4.4 6 hereof, any exercise of remedies, to the prior payment or conversion in full of the Senior Indebtedness to the extent and in the manner provided herein, and the Subordinated Indebtedness is hereby subordinated as a claim against the Company Credit Parties or any of the assets of the Company Credit Parties to the prior payment in full of the Senior Indebtedness, whether such claim be (i) in the event of any distribution of the assets of the Company, Credit Parties upon any voluntary or involuntary dissolution, winding-up, total or partial liquidation or reorganization, or bankruptcy, insolvency, receivership or other statutory or common law proceedings or arrangements involving the Company Credit Parties or the readjustment of any of its their liabilities or any assignment for the benefit of creditors or any marshaling marshalling of its their assets or liabilities (collectively called a “"Reorganization”"), or (ii) other than in connection with a Reorganization, --------------- except to the prior extent such payment or conversion in full of the Senior Indebtednessis permitted by Section 2.6 hereof. In furtherance of the foregoing, the Company agrees Credit Parties agree that it they will not make, and each of the Subordinated Creditors and each other holder of all or any portion of the Subordinated Indebtedness agrees that it will not accept or receive, any payment of Subordinated Indebtedness, including, without limitation, any payment received through the exercise of any right of setoff, counterclaim or cross claimcrossclaim, until all of the Senior Indebtedness has been paid or satisfied in full or provision made for the full payment thereof in cash or the satisfaction thereof in fullcash, except to the extent such payment is permitted by Section 12.6 2.6 hereof.

Payment Subordinated. (a) Anything in this Agreement or the Notes Subordinated Agreements to the contrary notwithstanding, each Investor hereby subordinates and defers the payment of the Subordinated Indebtedness is Obligations, and the Subordinated Obligations are and shall be hereby made expressly subordinate and junior in right of payment and, as provided in Section 4.4 hereof, any exercise of remedies, to the prior indefeasible payment or conversion in full in cash of the Senior Indebtedness to and termination of the extent Senior Credit Agreement and in the manner provided hereinIndenture, and the Subordinated Indebtedness is Obligations are hereby subordinated as a claim against the Company Companies and the Management Stockholders (relating to the Senior Indebtedness) or any of the assets of of, or ownership interests in, the Company Companies whether such claim be (i) in the event of any distribution of the assets of the Company, a Company upon any voluntary or involuntary dissolution, winding-up, total or partial liquidation or reorganization, or bankruptcy, insolvency, receivership or other statutory or common law proceedings or arrangements involving the a Company or the readjustment of any the liabilities of its liabilities a Company or any assignment for the benefit of creditors or any marshaling of its the assets or liabilities of a Company (collectively called any of the foregoing being hereinafter referred to as a “"Reorganization”"), (ii) in connection with a sale of the Companies pursuant to the Subordinated Agreements or otherwise or (iiiii) other than in connection with a Reorganizationany Reorganization or any such sale, to the prior indefeasible payment or conversion in full in cash of the Senior IndebtednessIndebtedness and termination of the Senior Credit Agreement and the Indenture. In furtherance of the foregoing, except as provided in Section 3.6 hereof, the Company agrees that it Companies will not make, and the no holder of Subordinated Indebtedness agrees that it Obligations will not accept or receive, any payment of Subordinated Indebtedness, including, without limitation, any payment received through the exercise of any right of setoff, counterclaim or cross claim, Obligations until all of the Senior Indebtedness has been indefeasibly paid or and satisfied in full or provision made for the full payment thereof in cash or and the satisfaction thereof in full, except to Senior Credit Agreement and the extent such payment is permitted by Section 12.6 hereofIndenture have been terminated.