Common use of Standby; Subordination Clause in Contracts

Standby; Subordination. The payment and performance of the Subordinated Debt is hereby subordinated to the payment and performance in full of the Senior Debt, and, except as set forth in Section 3 below, the Junior Creditor will not ask, demand, xxx for, take or receive from the Borrower or any other Person liable for all or any part of the Senior Debt, by setoff or in any other manner, the whole or any part of the Subordinated Debt, or any monies which may now or hereafter be owing in respect of the Subordinated Debt (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent), including, without limitation, taking any security for any of the foregoing, or the taking of any negotiable instrument therefor, unless and until all of the Senior Debt shall have been fully paid and satisfied and all financing arrangements between the Borrower and Senior Creditor have been terminated. The Junior Creditor warrants and represents that the Subordinated Debt is unsecured and agrees that (a) the Junior Creditor hereafter will not accept any security therefor from the Borrower, or from any third Person for the benefit of the Borrower; and (b) in the event the Junior Creditor does obtain any security for the Subordinated Debt, (i) all liens and security interests of the Junior Creditor in any assets of the Borrower or any assets securing the Senior Debt shall be and hereby are subordinated to the rights and interests of the Senior Creditor, if any, in those assets, (ii) the Junior Creditor shall have no right to possession of any such assets or to foreclose upon any such assets, whether by judicial action or otherwise, unless and until all the Senior Debt shall have been fully paid and satisfied and all financing arrangements between the Borrower and Senior Creditor have been terminated, and (iii) at the request of the Senior Creditor, the Junior Creditor shall execute and deliver to the Senior Creditor such termination statements and releases as the Senior Creditor shall reasonably request to release the Junior Creditor's security interest in or lien against such property. The Junior Creditor, prior to the payment in full and discharge of the Senior Debt and the termination of all financing arrangements between the Borrower and the Senior Creditor, shall have no right to enforce any claim with respect to the Subordinated Debt, or to take any action against the Borrower or the property of the Borrower or of any other Person liable for all or any part of the Senior Debt for the benefit of the Borrower. The Junior Creditor acknowledges and agrees that, to the extent the terms and provisions of this Agreement are inconsistent with any agreement or understanding between the Junior Creditor and the Borrower, such agreement or understanding shall be subject to this Agreement.

Standby; Subordination. The payment and performance of the Subordinated Debt is hereby subordinated to the payment and performance in full of the Senior Debt, and, except as set forth in Section 3 below, the Junior Creditor will not ask, demand, xxx for, take or receive from the Borrower or any other Person liable for all or any part of the Senior Debt, by setoff or in any other manner, the whole or any part of the Subordinated Debt, or any monies which may now or hereafter be owing in respect of the Subordinated Debt (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent), including, without limitation, taking any additional security for any of the foregoing, or the taking of any negotiable instrument therefor, unless and until all of the Senior Debt shall have been fully indefeasibly paid and satisfied in full and all financing arrangements between the Borrower and Senior Creditor have been terminated. The Junior Creditor warrants and represents that the Subordinated Debt is unsecured and agrees that (a) the Junior Creditor hereafter will not accept any security therefor from the Borrower, or from any third Person for the benefit of the Borrower; and (b) in the event the Junior Creditor does obtain any security for the Subordinated Debt, (i) all liens and security interests Security Interests of the Junior Creditor in any assets of the Borrower or any assets securing the Senior Debt shall be and hereby are subordinated to the rights and interests of the Senior Creditor, if any, in those assets, (ii) the Junior Creditor shall have no right to possession of any such assets or to foreclose upon any such assets, whether by judicial action or otherwise, unless and until all the Senior Debt shall have been fully indefeasibly paid and satisfied in full and all financing arrangements between the Borrower and Senior Creditor have been terminated, and (iii) at the request of the Senior Creditor, the Junior Creditor shall authorize, execute and or deliver to the Senior Creditor such termination statements and releases as the Senior Creditor shall reasonably request to release the Junior Creditor's security interest Security Interest in or lien against such property. The Junior Creditor, prior to the indefeasible payment in full and discharge of the Senior Debt and the termination of all financing arrangements between the Borrower and the Senior Creditor, shall have no right to enforce any claim with respect to the Subordinated Debt, or to take any action against the Borrower or the property of the Borrower or of any other Person liable for all or any part of the Senior Debt for the benefit of the Borrower. The Junior Creditor acknowledges and agrees that, to the extent the terms and provisions of this Agreement are inconsistent with any agreement or understanding between the Junior Creditor and the Borrower, such agreement or understanding shall be subject to this Agreement.

Standby; Subordination. The payment and performance of the Subordinated Debt is hereby subordinated to the payment and performance in full of the Senior Debt, and, except as set forth in Section 3 below, the Junior Creditor neither Xxxxxx, Draft nor PKM will not ask, demand, xxx for, take or receive from the Borrower or any other Person liable for all or any part of the Senior Debt, by setoff or in any other manner, the whole or any part of the Subordinated Debt, or any monies which may now or hereafter be owing in respect of the Subordinated Debt (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent), including, without limitation, taking any additional security for any of the foregoing, or the taking of any negotiable instrument therefor, unless and until all of the Senior Debt shall have been fully indefeasibly paid and satisfied in full and all financing arrangements with respect to Senior Debt between the Borrower and Senior Creditor PKM have been terminated. The Junior Creditor Xxxxxx warrants and represents that the his Subordinated Debt is unsecured secured solely pursuant to the May Security Agreement. Draft warrants and represents that its Subordinated Debt is secured solely pursuant to the Draft Security Agreement. Each of Xxxxxx and Draft agrees that (a) the Junior Creditor hereafter they will not accept any additional security therefor for Subordinated Debt owed to them from the Borrower, Borrower or from any third Person for the benefit of the Borrower; . Each of Xxxxxx, Draft and (b) in the event the Junior Creditor does obtain any security for the Subordinated Debt, PKM agrees that (i) all liens Security Interests of Xxxxxx, Draft and security interests of PKM (in PKM’s case, to the Junior Creditor extent such Security Interest secures only Subordinated Debt) in any assets of the Borrower or any assets securing the Senior Debt shall be and hereby are subordinated to the rights and interests of the Senior CreditorPKM, if any, in those assetsassets to secure Senior Debt, (ii) the Junior Creditor neither Xxxxxx or Draft shall have no any right to possession of any such assets or to foreclose upon any such assets, whether by judicial action or otherwise, unless and until all the Senior Debt shall have been fully indefeasibly paid and satisfied in full and all financing arrangements between the Borrower and PKM with respect to Senior Creditor Debt have been terminated, and (iii) at the request of the Senior CreditorPKM, the Junior Creditor each of Xxxxxx and Draft shall authorize, execute and or deliver to the Senior Creditor PKM such termination statements and releases as the Senior Creditor PKM shall reasonably request to release the Junior Creditor's security interest Xxxxxx’x and Draft’s Security Interest in or lien against such property. The Junior CreditorNeither Xxxxxx, Draft or PKM, prior to the indefeasible payment in full and discharge of the Senior Debt and the termination of all financing arrangements between the Borrower and the PKM with respect to Senior CreditorDebt, shall have no any right to enforce any claim with respect to the Subordinated Debt, or to take any action against the Borrower or the property of the Borrower or of any other Person liable for all or any part of the Senior Debt for the benefit of the BorrowerBorrower to collect any Subordinated Debt. The Junior Creditor Each of Xxxxxx and Draft acknowledges and agrees that, to the extent the terms and provisions of this Agreement are inconsistent with any agreement or understanding between either Xxxxxx and the Junior Creditor Borrower or Draft and the Borrower, such agreement or understanding shall be subject to this Agreement.

Standby; Subordination. The payment and performance of the Subordinated Debt is hereby subordinated to the payment and performance in full of the Senior Debt, and, except as set forth in Section 3 below, the Junior Creditor will not ask, demand, xxx sue for, take or receive from the Borrower or any other Person liable for liablx xor all or any part of the Senior Debt, by setoff or in any other manner, the whole or any part of the Subordinated Debt, or any monies which may now or hereafter be owing in respect of the Subordinated Debt (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent), including, without limitation, taking any security for any of the foregoing, or the taking of any negotiable instrument therefor, unless and until all of the Senior Debt shall have been fully paid and satisfied and all financing arrangements between the Borrower and Senior Creditor have been terminated. The Junior Creditor warrants and represents that the Subordinated Debt is unsecured and agrees that (a) the Junior Creditor hereafter will not accept any security therefor from the Borrower, or from any third Person for the benefit of the Borrower; and (b) in the event the Junior Creditor does obtain any security for the Subordinated Debt, (i) all liens and security interests of the Junior Creditor in any assets of the Borrower or any assets securing the Senior Debt shall be and hereby are subordinated to the rights and interests of the Senior Creditor, if any, in those assets, (ii) the Junior Creditor shall have no right to possession of any such assets or to foreclose upon any such assets, whether by judicial action or otherwise, unless and until all the Senior Debt shall have been fully paid and satisfied and all financing arrangements between the Borrower and Senior Creditor have been terminated, and (iii) at the request of the Senior Creditor, the Junior Creditor shall execute and deliver to the Senior Creditor such termination statements and releases as the Senior Creditor shall reasonably request to release the Junior Creditor's security interest in or lien against such property. The Junior Creditor, prior to the payment in full and discharge of the Senior Debt and the termination of all financing arrangements between the Borrower and the Senior Creditor, shall have no right to enforce any claim with respect to the Subordinated Debt, or to take any action against the Borrower or the property of the Borrower or of any other Person liable for all or any part of the Senior Debt for the benefit of the Borrower. The Junior Creditor acknowledges and agrees that, to the extent the terms and provisions of this Agreement are inconsistent with any agreement or understanding between the Junior Creditor and the Borrower, such agreement or understanding shall be subject to this Agreement.

Standby; Subordination. The payment and performance of the Subordinated Debt is hereby subordinated to the payment and performance in full of the Senior Debt, and, except as set forth in Section 3 below, neither the Junior Creditor nor the Senior Creditor will not ask, demand, xxx for, take or receive from the Borrower or any other Person liable for all or any part of the Senior Debt, by setoff or in any other manner, the whole or any part of the Subordinated Debt, or any monies which may now or hereafter be owing in respect of the Subordinated Debt (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent), including, without limitation, taking any additional security for any of the foregoing, or the taking of any negotiable instrument therefor, unless and until all of the Senior Debt shall have been fully indefeasibly paid and satisfied in full and all financing arrangements with respect to Senior Debt between the Borrower and Senior Creditor have been terminated. The Junior Creditor warrants and represents that the his Subordinated Debt is unsecured secured solely pursuant to the May Security Agreement and agrees that (a) the Junior Creditor hereafter will not accept any additional security therefor from the Borrower, or from any third Person for the benefit of the Borrower; and (b) in the event the Junior Creditor does obtain any security for the Subordinated Debt, (i) all liens and security interests Security Interests of the Junior Creditor and the Senior Creditor in any assets of the Borrower or any assets securing the Senior Debt shall be and hereby are subordinated to the rights and interests of the Senior Creditor, if any, in those assetsassets to secure Senior Debt, (ii) the Junior Creditor shall have no right to possession of any such assets or to foreclose upon any such assets, whether by judicial action or otherwise, unless and until all the Senior Debt shall have been fully indefeasibly paid and satisfied in full and all financing arrangements between the Borrower and Senior Creditor with respect to Senior Debt have been terminated, and (iii) at the request of the Senior Creditor, the Junior Creditor shall authorize, execute and or deliver to the Senior Creditor such termination statements and releases as the Senior Creditor shall reasonably request to release the Junior Creditor's security interest ’s Security Interest in or lien against such property. The Neither the Junior Creditor or the Senior Creditor, prior to the indefeasible payment in full and discharge of the Senior Debt and the termination of all financing arrangements between the Borrower and the Senior CreditorCreditor with respect to Senior Debt, shall have no any right to enforce any claim with respect to the Subordinated Debt, or to take any action against the Borrower or the property of the Borrower or of any other Person liable for all or any part of the Senior Debt for the benefit of the BorrowerBorrower to collect any Subordinated Debt. The Junior Creditor acknowledges and agrees that, to the extent the terms and provisions of this Agreement are inconsistent with any agreement or understanding between the Junior Creditor and the Borrower, such agreement or understanding shall be subject to this Agreement.

Standby; Subordination. The payment and performance of the (a) Subordinated Debt is hereby subordinated to the payment and performance in full of the Senior Debt, and, except as set forth in Section 3 below, the Junior Creditor will not asknot, directly or indirectly, demand, xxx for(including without limitation by commencing or joining with any other creditors of Borrower in commencing any bankruptcy, reorganization, receivership or insolvency proceeding against Borrower), take or receive from the Borrower or any other Person liable for all or any part of the Senior DebtBorrower's Affiliates, by setoff set-off or in any other manner, the whole or any part of the Subordinated Debt, or any monies which may now or hereafter be owing by Borrower, or any successor or assign of Borrower, including, without limitation, a receiver, trustee or debtor in respect possession (the term "BORROWER" hereinafter shall include any such successor or assign of Borrower), to Subordinated Creditor under any of the Subordinated Debt Creditor Documents (whether such amounts represent principal or principal, interest, fees, expenses, or obligations which are any other obligations, whether due or not due, direct or indirect, absolute or contingent), including, without limitation, taking any security for any of the foregoing, or the taking of any negotiable instrument therefor, instruments evidencing such amounts) (all such indebtedness obligations and liabilities being hereinafter included as the "SUBORDINATED OBLIGATIONS"),nor any security or guaranties for any of the foregoing unless and until all of the Obligations, and all other obligations, liabilities, and indebtedness of Borrower to Senior Debt Creditor, whether now existing or hereafter arising between Borrower and Senior Creditor, directly, or acquired outright, conditionally or as collateral security from another by Senior Creditor, which are related to or arising out of loans, advances, or extensions of credit to Borrower or any of its Affiliates shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of Borrower to Senior Creditor are hereinafter referred to as the "SENIOR INDEBTEDNESS") and all financing arrangements between the Borrower and Senior Creditor Creditor, including the Commitment, have been terminated. The Junior Creditor warrants and represents that the Subordinated Debt is unsecured and agrees that (a) the Junior Creditor hereafter will not accept any security therefor from the Borrower, or from any third Person for the benefit of the Borrower; and (b) in the event the Junior Creditor does obtain any security for the Subordinated Debt, (i) all liens and security interests of the Junior Creditor in any assets of the Borrower or any assets securing the Senior Debt shall be and hereby are subordinated to the rights and interests of the Senior Creditor, if any, in those assets, (ii) the Junior Creditor shall have no right to possession of any such assets or to foreclose upon any such assets, whether by judicial action or otherwise, unless and until all the Senior Debt shall have been fully paid and satisfied and all financing arrangements between the Borrower and Senior Creditor have been terminated, and (iii) at the request of the Senior Creditor, the Junior Creditor shall execute and deliver to the Senior Creditor such termination statements and releases as the Senior Creditor shall reasonably request to release the Junior Creditor's security interest in or lien against such property. The Junior Creditor, prior to the payment in full and discharge of the Senior Debt and the termination of all financing arrangements between the Borrower and the Senior Creditor, shall have no right to enforce any claim with respect to the Subordinated Debt, or to take any action against the Borrower or the property of the Borrower or of any other Person liable for all or any part of the Senior Debt for the benefit of the Borrower. The Junior Creditor acknowledges and agrees that, to the extent the terms and provisions of this Agreement are inconsistent with any agreement or understanding between the Junior Creditor and the Borrower, such agreement or understanding shall be subject to this Agreement.

Standby; Subordination. The payment and performance of the Subordinated Debt is hereby subordinated to the payment and performance in full of the Senior Debt, and, except as set forth in Section 3 below, and the Junior Creditor will not ask, demand, xxx for, take or receive from the Borrower or any other Person liable for all or any part of the Senior Debt, by setoff or in any other manner, the whole or any part of the Subordinated Debt, or any monies which may now or hereafter be owing in respect of the Subordinated Debt (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent), including, without limitation, taking any security for any of the foregoing, or the taking of any negotiable instrument therefor, unless and until all of the Senior Debt shall have been fully paid and satisfied and all financing arrangements between the Borrower and Senior Creditor have been terminated. The Junior Creditor warrants and represents , except that the Subordinated Debt is unsecured and agrees that (a) the Junior Creditor hereafter will may (i) accept scheduled payments (but not accept any security therefor from cash prepayments without the BorrowerSenior's Creditor prior written approval) of principal and interest required to be paid under that certain [INSERT TITLE OF SPECIFIC NOTE] (the "Junior Debt Instrument"), or from convert the principal and interest into shares of Borrower's common stock is so permitted by the terms thereof , so long as no Event of Default has occurred and is continuing or will occur as a result of or immediately following any third Person for such payment, (ii) take any against the benefit Borrower or the property of the Borrower; and (b) Borrower permissible under applicable law or the Junior Debt Instrument in the event of a material breach by the Borrower of its obligations under the Junior Debt Instrument , provided that in such event Junior Creditor does obtain any security for the Subordinated Debt, shall first provide Senior Creditor with ten (i10) all business days prior written notice. All liens and security interests of the Junior Creditor in any assets of the Borrower or any assets securing the Senior Debt shall be and hereby are subordinated to the rights and interests of the Senior Creditor, if any, in those assets. The Junior Creditor warrants and agrees that (a) the Junior Creditor hereafter will not accept any additional security for the Subordinated Debt from the Borrower, except pursuant to section 6.2.1 of the Secured Convertible Debenture between the Senior Creditor and the Borrower dated as of [_______] (the "Debenture Agreement"); and (b) in the event the Junior Creditor does obtain any additional security for the Subordinated Debt in violation thereof, (iii) the Junior Creditor shall have no right to possession of any such assets or to foreclose upon any such assets, whether by judicial action or otherwise, unless and until all the Senior Debt shall have been fully paid and satisfied and all financing arrangements between the Borrower and Senior Creditor have been terminated, and (iiiii) at the request of the Senior Creditor, the Junior Creditor shall execute and deliver to the Senior Creditor such termination statements and releases as the Senior Creditor shall reasonably request to release the Junior Creditor's additional security interest in or lien against such property. The Junior Creditor, prior to the payment in full and discharge of the Senior Debt and the termination of all financing arrangements between the Borrower and the Senior Creditor, shall have no right to enforce any claim with respect to the Subordinated Debt, or to take any action against the Borrower or the property of the Borrower or of any other Person liable for all or any part of the Senior Debt for the benefit of the Borrower. The Junior Creditor acknowledges and agrees that, to the extent the terms and provisions of this Agreement are inconsistent with any agreement or understanding between the Junior Creditor and the Borrower, such agreement or understanding shall be subject to this Agreement.

Standby; Subordination. The payment Except for "Permitted Payments" (as hereinafter defined) and performance for the exercise of the Subordinated Debt is hereby subordinated to the payment and performance in full of the Senior Debt, and, except rights as set forth in Section 3 4 hereof, all "Subordinated Debt" (as defined below) is hereby subordinated to all the "Senior Debt" (as defined below), and each Holder agrees that the Junior Creditor Holder will not ask, demand, xxx for, take or receive from the Borrower or any other Person liable for all or any part of the Senior DebtBorrowers, by setoff or in any other manner, the whole or any part of the Subordinated Debt, or any monies which may now or hereafter be owing in respect by any of the Subordinated Debt (whether such amounts represent principal or interestBorrowers, including without limitation, monies owing by WTI under any of the Subordinate Documents, or obligations which are due any successor or not due, direct or indirect, absolute or contingent)assign of any of the Borrowers, including, without limitation, taking a receiver, trustee or debtor in possession (the term "Borrowers" hereinafter shall include any security for such successor or assign of any of the foregoingBorrowers), to any Holders or be owing by any other person, firm, partnership or corporation for the benefit of any of the Borrowers, including, without limitation, the taking of any negotiable instrument thereforinstruments evidencing such amounts (all such indebtedness, obligations and liabilities being hereinafter referred to as the "Subordinated Debt"), unless and until all Obligations, whether now existing or hereafter arising, including, without limitation, the undrawn face amount of the Senior Debt all Letters of Credit, shall have been fully paid and satisfied with interest (all such Obligations, indebtedness and liabilities of the Borrowers to the Bank are hereinafter referred to as the "Senior Debt"), and all financing arrangements between obligations of the Borrower and Senior Creditor Bank existing pursuant to the Loan Agreement to advance funds have been terminated. The Junior Creditor warrants ; provided, however, that notwithstanding anything in this Agreement to the contrary, Holders may at all times (A) receive, retain and represents that the Subordinated Debt is unsecured and agrees that (a) the Junior Creditor hereafter will not accept any security therefor from the Borrower, or from any third Person for the benefit of the Borrower; and (b) in the event the Junior Creditor does take action to obtain any security for the Subordinated Debt, (i) all liens and security interests shares of Series A Common Stock upon conversion of the Junior Creditor Debentures, as interest on the Debentures or otherwise in any assets accordance with the terms of the Borrower or any assets securing the Senior Debt shall be and hereby are subordinated to the rights and interests of the Senior Creditor, if any, in those assetsDebentures, (ii) Cap Debentures (as defined in the Junior Creditor shall have no right Debentures) issued pursuant to possession the Debentures, and Debentures in exchange for the Cap Debentures, in accordance with the terms of any such assets or to foreclose upon any such assets, whether by judicial action or otherwise, unless and until all the Senior Debt shall have been fully paid and satisfied and all financing arrangements between the Borrower and Senior Creditor have been terminated, Cap Debentures and (iii) at PIK Debentures (as defined in the request of the Senior Creditor, the Junior Creditor shall execute and deliver Debentures) issued pursuant to the Senior Creditor such termination statements Debentures, and releases as the Senior Creditor Holder shall reasonably request not be deemed to release the Junior Creditor's security interest in or lien against such property. The Junior Creditor, prior have transferred to the payment in full and discharge of the Senior Debt and the termination of all financing arrangements between the Borrower and the Senior Creditor, shall have no right Bank any rights or agreed to enforce take any claim actions with respect to the Subordinated Debt, or to take any action against foregoing; and (B) Holders may seek specific enforcement of WTI's nonmonetary obligations under the Borrower or the property of the Borrower or of any other Person liable for all or any part of the Senior Debt for the benefit of the Borrower. The Junior Creditor acknowledges and agrees thatSubordinate Documents (subject however, to the extent the terms and provisions of this Agreement are inconsistent Section 4 with any agreement or understanding between the Junior Creditor and the Borrower, such agreement or understanding shall be subject respect to this AgreementCollateral).