Common use of Restrictive Legend; Transfer of Subordinated Indebtedness Clause in Contracts

Restrictive Legend; Transfer of Subordinated Indebtedness. The --------------------------------------------------------- Subordinated Creditor will cause all notes, bonds, debentures or other instruments evidencing the Subordinated Indebtedness or any part thereof to contain a specific statement thereon to the effect that the indebtedness thereby evidenced is subject to the provisions of this Agreement, and the Subordinated Creditor will xxxx its books conspicuously to evidence the subordination effected hereby. At the request of the Senior Lender, the Subordinated Creditor shall deposit with the Senior Lender all of the notes, bonds, debentures or other instruments evidencing the Subordinated Indebtedness, which notes, bonds, debentures or other instruments may be held by the Senior Lender so long as any Senior Lender Indebtedness remains outstanding or the Senior Lender's Lien in the Collateral has not been terminated. The Subordinated Creditor is the lawful holder of the Subordinated Indebtedness and has not transferred any interest therein to any other person. Without the prior written consent of the Senior Lender (which consent may be given, withheld or conditioned in the Senior Lender's sole and absolute discretion), the Subordinated Creditor will not assign, transfer or pledge to any other person any of the Subordinated Indebtedness or agree to a discharge or forgiveness of the same.

Restrictive Legend; Transfer of Subordinated Indebtedness. The --------------------------------------------------------- Subordinated Creditor will cause the Subordinated Note and all other notes, bonds, debentures or other instruments evidencing the Subordinated Indebtedness or any part thereof to contain a specific statement thereon to the effect that the indebtedness thereby evidenced is subject to the provisions of this Agreement, and the Subordinated Creditor will xxxx its books conspicuously to evidence the subordination effected hereby. At the request Attached hereto is a true and correct copy of the Senior Lender, the Subordinated Creditor shall deposit with the Senior Lender all of the notes, bonds, debentures or other instruments evidencing the Subordinated Indebtedness, which notes, bonds, debentures or other instruments may be held by the Senior Lender so long as any Senior Lender Indebtedness remains outstanding or the Senior Lender's Lien in the Collateral has not been terminatedNote bearing such legend. The Subordinated Creditor is the lawful holder of the Subordinated Indebtedness Note and has not transferred any interest therein to any other person. Without the prior written consent of the Senior Lender (Agent, which consent may shall not be given, unreasonably withheld or conditioned in the Senior Lender's sole and absolute discretion)delayed, the Subordinated Creditor will not assign, transfer or pledge to any other person any of the Subordinated Indebtedness or agree to a discharge or forgiveness of the same.same so long as there remains outstanding any of the Lender Indebtedness. Nothing herein shall preclude any assignment, transfer or pledge of the Subordinated Note or any portion thereof to any affiliate of any holder thereof who agrees to be bound by the terms of this agreement or any assignment, transfer or pledge of the Subordinated Note or any portion thereof the consent to which by the Agent has been unreasonably withheld or delayed. Nothing herein shall preclude the conversion of the Subordinated Note in accordance with the terms of section 9(a) or 9(b)

Restrictive Legend; Transfer of Subordinated Indebtedness. The --------------------------------------------------------- Each Subordinated Creditor agrees that it will cause its Subordinated Note and all other notes, bonds, debentures or other instruments evidencing its portion of the Subordinated Indebtedness or any part thereof to contain a specific statement thereon to the effect that the indebtedness thereby evidenced is subject to the provisions of this Agreement, and the each Subordinated Creditor will xxxx mxxx its books conspicuously to evidence the subordination effected hereby. At Attached hereto is a true and correct copy of each Subordinated Note bearing such legend. Each Subordinated Creditor agrees that, at the request of the Senior Lender, the such Subordinated Creditor shall deposit with the Senior Lender its Subordinated Note and all of the other notes, bonds, debentures or other instruments evidencing the Subordinated Indebtedness, which notes, bonds, debentures or other instruments may be held by the Senior Lender so long as any Senior Lender Indebtedness remains outstanding or the Senior Lender's ’s Lien in the Collateral has not been terminated. The Each Subordinated Creditor agrees that it is the lawful holder of the its Subordinated Indebtedness Note and it has not transferred any interest therein to any other personPerson. Without the prior written consent of the Senior Lender (which consent may be given, withheld or conditioned in the Senior Lender's sole and absolute discretion), the Each Subordinated Creditor agrees that it will not assign, transfer or pledge to any other person Person any of the Subordinated Indebtedness without delivering to the Senior Lender, simultaneously with such assignment, transfer or pledge, a joinder agreement, in form and substance acceptable to the Senior Lender, executed by such assignee, transferee or pledgee pursuant to which such assignee, transferee or pledgee is bound, as a Subordinated Creditor, by all of the terms and conditions of this Agreement; provided, however, that each Subordinated Creditor may pledge a Subordinated Note in connection with a bona fide margin account or other loan or financing arrangement secured by such Subordinated Note without providing a joinder agreement, but, upon any assignment or transfer of such a pledged Subordinated Note to such pledgee or any other assignee or transferee of such Subordinated Note, such Subordinated Creditor shall cause such pledgee, assignee or transferee to deliver to the Senior Lender, simultaneously with such assignment or transfer, a joinder agreement, in form and substance acceptable to the Senior Lender, executed by such pledgee, transferee or assignee pursuant to which such pledgee, transferee or assignee is bound, as a Subordinated Creditor, by all of the terms and conditions of this Agreement. Notwithstanding the failure to execute or deliver any such joinder agreement, the subordination effected hereby shall survive any assignment, transfer or pledge of all or any portion of the Subordinated Indebtedness, and the terms of this Agreement shall be binding upon the successors, assigns and transferees of each Subordinated Creditor. Each Subordinated Creditor agrees that it will not, without the prior written consent of the Senior Lender, agree to a discharge or forgiveness of the sameSubordinated Indebtedness.

Restrictive Legend; Transfer of Subordinated Indebtedness. The --------------------------------------------------------- Each Subordinated Creditor agrees that it will cause its Subordinated Note and all other notes, bonds, debentures or other instruments evidencing its portion of the Subordinated Indebtedness or any part thereof to contain a specific statement thereon to the effect that the indebtedness thereby evidenced is subject to the provisions of this Agreement, and the each Subordinated Creditor will xxxx mxxx its books conspicuously to evidence the subordination effected hereby. At Attached hereto as Exhibit A is a true and correct copy of each Subordinated Note bearing such legend. Each Subordinated Creditor agrees that, at the request of the Senior Lender, the such Subordinated Creditor shall deposit with the Senior Lender its Subordinated Note and all of the other notes, bonds, debentures or other instruments evidencing the Subordinated Indebtedness, which notes, bonds, debentures or other instruments may be held by the Senior Lender so long as any Senior Lender Indebtedness remains outstanding or the Senior Lender's ’s Lien in the Collateral has not been terminated. The Each Subordinated Creditor represents and warrants that it is the lawful holder of the its Subordinated Indebtedness Note and it has not transferred any interest therein to any other personPerson. Without the prior written consent of the Senior Lender (which consent may be given, withheld or conditioned in the Senior Lender's sole and absolute discretion), the Each Subordinated Creditor agrees that it will not assign, transfer or pledge to any other person Person any of the Subordinated Indebtedness without delivering to the Senior Lender, simultaneously with such assignment, transfer or pledge, a joinder agreement, in form and substance acceptable to the Senior Lender, executed by such assignee, transferee or pledgee pursuant to which such assignee, transferee or pledgee is bound, as a Subordinated Creditor, by all of the terms and conditions of this Agreement; provided, however, that each Subordinated Creditor may pledge a Subordinated Note in connection with a bona fide margin account or other loan or financing arrangement secured by such Subordinated Note without providing a joinder agreement, but, upon any assignment or transfer of such a pledged Subordinated Note to such pledgee or any other assignee or transferee of such Subordinated Note, such Subordinated Creditor shall cause such pledgee, assignee or transferee to deliver to the Senior Lender, simultaneously with such assignment or transfer, a joinder agreement, in form and substance acceptable to the Senior Lender, executed by such pledgee, transferee or assignee pursuant to which such pledgee, transferee or assignee is bound, as a Subordinated Creditor, by all of the terms and conditions of this Agreement. Notwithstanding the failure to execute or deliver any such joinder agreement, the subordination effected hereby shall survive any assignment, transfer or pledge of all or any portion of the Subordinated Indebtedness, and the terms of this Agreement shall be binding upon the successors, assigns and transferees of each Subordinated Creditor. Each Subordinated Creditor agrees that it will not, without the prior written consent of the Senior Lender, agree to a discharge or forgiveness of the sameSubordinated Indebtedness.