Common use of Subordinated Debt Payment Restrictions Clause in Contracts

Subordinated Debt Payment Restrictions. (a) Except for Permitted Distributions as set forth below and as permitted under the Senior Loan Agreement, the Subordinated Creditor hereby agrees that it will not accept or request or demand any Distribution with respect to the Subordinated Debt until the Senior Debt is Paid in Full. Notwithstanding anything contained herein to the contrary, the Senior Creditor hereby agrees that (i) Company shall make the Hy-Tech Closing Date Payment in the principal amount of $573,235.00 plus accrued interest in the amount of $111,757.31, (ii) the Subordinated Creditor may thereafter receive Scheduled Subordinated Debt Payments consisting of interest in an amount not to exceed eight percent (8%) per annum on the unpaid principal balance of the Subordinated Debt so long as no Senior Default shall have occurred and be continuing and (iii) commencing with the Fiscal Quarter ending after the Xxxxxx First Payments, and each Fiscal Quarter end thereafter, within 10 days (the “Payment Period”) after receipt of the financial statements and compliance certificates required to be delivered to Senior Agent under the Senior Loan Agreement for such Fiscal Quarter then most recently ended, the Subordinated Creditor may receive quarterly payments of principal on the Subordinated Debt provided that (A) the amount of such principal payment shall not exceed 12.5% of Quarterly Excess Cash Flow until the Xxxxxx Repayment Date and 25% of Quarterly Excess Cash Flow with respect to payments after the Xxxxxx Repayment Date (each, an “Excess Cash Flow Payment”), (B) Availability under the Senior Debt Documents shall be no less than $1,000,000 (i) at any time during the period of sixty days before (determined on a pro forma basis giving effect to the principal payment as if it had occurred on the first day of such 60 day period), (ii) on the day the payment is made, after giving effect thereto and (iii) for each of the 60 days after such payment is made on a projected basis (such projections to be reasonably satisfactory to Senior Agent) and (C) no Senior Default shall have occurred and be continuing at the time of making such payment (each a “Permitted Distribution”). Notwithstanding anything herein to the contrary, each Excess Cash Flow Payment made with respect to a Fiscal Quarter shall be reduced by the amount of all Excess Cash Flow Payments made with respect to prior Fiscal Quarters in the same Fiscal Year.

Subordinated Debt Payment Restrictions. (a) Except for Permitted Distributions as set forth below and as permitted under Notwithstanding the Senior Loan Agreementterms of the Subordinated Debt Documents, the Company hereby agrees that it may not make, and each Subordinated Creditor hereby agrees that it will not accept or request or demand accept, any Distribution with respect to the Subordinated Debt until the Senior Debt is Indefeasibly Paid in Full. Notwithstanding anything contained herein and all commitments to the contrary, lend under the Senior Creditor hereby agrees that (i) Company shall make the Hy-Tech Closing Date Payment in the principal amount of $573,235.00 plus accrued interest in the amount of $111,757.31, (ii) the Subordinated Creditor may thereafter receive Scheduled Debt Documents have terminated other than Permitted Subordinated Debt Payments consisting subject to the terms of interest in an amount Section 2.2 of this Agreement; provided, however, that the Company and the Subordinated Creditors further agree that no Permitted Subordinated Debt Payment may be made by the Company, directly or indirectly, or accepted by the Subordinated Creditors if at the time of such payment a Senior Default exists or would arise as a result of such Permitted Subordinated Debt Payment and such Senior Default shall not have been cured or waived. The Company may resume Permitted Subordinated Debt Payments (and may make any Permitted Subordinated Debt Payments missed due to exceed eight percent (8%) per annum on the unpaid principal balance application of the Subordinated Debt preceding sentence) upon a cure or waiver of the Senior Default so long as no Senior Default shall have occurred and be continuing and (iii) commencing with the Fiscal Quarter ending would arise after the Xxxxxx First Payments, and each Fiscal Quarter end thereafter, within 10 days (the “Payment Period”) after receipt of the financial statements and compliance certificates required to be delivered to Senior Agent under the Senior Loan Agreement for such Fiscal Quarter then most recently ended, the Subordinated Creditor may receive quarterly payments of principal on the Subordinated Debt provided that (A) the amount of such principal payment shall not exceed 12.5% of Quarterly Excess Cash Flow until the Xxxxxx Repayment Date and 25% of Quarterly Excess Cash Flow with respect to payments after the Xxxxxx Repayment Date (each, an “Excess Cash Flow Payment”), (B) Availability under the Senior Debt Documents shall be no less than $1,000,000 (i) at any time during the period of sixty days before (determined on a pro forma basis giving effect to the principal payment as if it had occurred on the first day of such 60 day period), (ii) on the day the payment is made, after giving effect thereto and (iii) for each of the 60 days after such payment is made on a projected basis (such projections to be reasonably satisfactory to Senior Agent) and (C) no Permitted Subordinated Debt Payment. No Senior Default shall be deemed to have occurred been waived for purposes of this Section 2.3 unless and be continuing at until the time of making such payment (each Company shall have received a “written waiver from Agent. Any Permitted Distribution”). Notwithstanding anything herein to the contrary, each Excess Cash Flow Payment made with respect to a Fiscal Quarter Subordinated Debt Payments shall be reduced by the amount of all Excess Cash Flow Payments made with respect to prior Fiscal Quarters indefeasibly vest in the same Fiscal YearSubordinated Creditors and the Agent and the Lenders waive any rights they may have to reclamation of such payments if made in accordance with this Agreement.

Subordinated Debt Payment Restrictions. (a) Except for Permitted Distributions as set forth below and as permitted under Notwithstanding the Senior Loan Agreementterms of the Subordinated Debt Documents, the Company hereby agrees that it may not make, and Subordinated Creditor hereby agrees that it will not accept or request or demand accept, any Distribution with respect to the Subordinated Debt until the Senior Debt is Paid indefeasibly paid in Full. Notwithstanding anything contained herein full in cash and all commitments to lend under the Senior Debt Documents have terminated, other than Permitted Subordinated Debt Payments subject to the contraryterms of Section 2.2 of this Agreement; provided, however, that the Senior Company and Subordinated Creditor hereby agrees further agree that no Permitted Subordinated Debt Payment may be made by the Company or accepted by Subordinated Creditor unless (i) Company at the time of such Permitted Subordinated Debt Payment no Senior Default shall make the Hy-Tech Closing Date Payment in the principal amount of $573,235.00 plus accrued interest in the amount of $111,757.31exist immediately prior to or immediately after such Permitted Subordinated Debt Payment, and (ii) the Subordinated Creditor may thereafter receive Scheduled after giving pro forma effect to such Permitted Subordinated Debt Payments consisting of interest in an amount not to exceed eight percent (8%) per annum on Payment, if such Permitted Subordinated Debt Payment shall cause the unpaid principal balance of the Subordinated Debt so long as no Senior Default shall have occurred and be continuing and (iii) commencing with the Fiscal Quarter ending after the Xxxxxx First Payments, and each Fiscal Quarter end thereafter, within 10 days (the “Payment Period”) after receipt of the financial statements and compliance certificates required to be delivered less than $28,000,000, then the Company, prior to making any such Permitted Subordinated Debt Payment, shall certify to the Senior Lenders in form and substance satisfactory to Agent under and containing projections or supporting analysis as Agent may reasonably request, that the Company shall be in compliance with Section 7.6 of the Senior Loan Agreement for as of the date of such Fiscal Quarter then most recently ended, the Subordinated Creditor may receive quarterly payments of principal on the Permitted Subordinated Debt provided that Payment. (Ab) the amount of such principal payment shall not exceed 12.5% of Quarterly Excess Cash Flow until the Xxxxxx Repayment Date and 25% of Quarterly Excess Cash Flow with respect to payments after the Xxxxxx Repayment Date (each, an “Excess Cash Flow Payment”), (B) Availability under the Senior Debt Documents shall be no less than $1,000,000 (i) at any time during the period of sixty days before (determined on a pro forma basis giving effect to the principal payment as if it had occurred on the first day of such 60 day period), (ii) on the day the payment is made, after giving effect thereto and (iii) for each of the 60 days after such payment is made on a projected basis (such projections to be reasonably satisfactory to Senior Agent) and (C) no No Senior Default shall be deemed to have occurred been waived for purposes of this Section 2.3 unless and be continuing at until the time Company shall have received a written waiver from Agent or all Senior Lenders. (c) Notwithstanding any provision of making such payment (each a “Permitted Distribution”). Notwithstanding anything herein this Section 2.3 to the contrary, each Excess Cash Flow Payment made the failure of the Company to make any Distribution with respect to the Subordinated Debt by reason of the operation of this Section 2.3 shall not be construed as preventing the occurrence of a Fiscal Quarter shall be reduced by Subordinated Debt Default under the amount of all Excess Cash Flow Payments made with respect to prior Fiscal Quarters in the same Fiscal Year.applicable Subordinated Debt Documents. 2.4

Subordinated Debt Payment Restrictions. (a) Except for Permitted Distributions as set forth below and as permitted under Notwithstanding the Senior Loan Agreement, terms of the Subordinated Creditor Debt Documents, each Loan Party hereby agrees that it may not make, and the Junior Lender hereby agrees that it will not demand or accept and it will not permit any Junior Lender to demand or request or demand accept, any Distribution with respect to the on account of any Subordinated Debt until the Senior Debt is Paid indefeasibly paid in Fullfull in cash (or another form which the Senior Agent has indicated in writing is acceptable), in each case other than Permitted Subordinated Debt Payments. Notwithstanding anything contained herein the forgoing, each Loan Party and the Junior Lender further agree that, subject to the contrarylimitations set forth in Section 2.3(d) below, no Permitted Subordinated Debt Payment may be made by any Loan Party or accepted by the Junior Lender or any Junior Lender if, at the time of such payment, the Junior Lender shall have received a Senior Creditor hereby agrees Default Notice from the Senior Agent stating that (i) Company shall make the Hy-Tech Closing Date Payment one or more Senior Defaults identified in the principal amount of $573,235.00 plus accrued interest in the amount of $111,757.31, (ii) the Subordinated Creditor may thereafter receive Scheduled Subordinated Debt Payments consisting of interest in an amount not to exceed eight percent (8%) per annum on the unpaid principal balance of the Subordinated Debt so long as no applicable Senior Default shall have occurred Notice exist or would be created by the making of such payment, unless and be continuing and (iii) commencing with the Fiscal Quarter ending after the Xxxxxx First Payments, and each Fiscal Quarter end thereafter, within 10 days (the “Payment Period”) after receipt of the financial statements and compliance certificates required to be delivered to Senior Agent under the Senior Loan Agreement for such Fiscal Quarter then most recently ended, the Subordinated Creditor may receive quarterly payments of principal on the Subordinated Debt provided that until (A) the amount of Junior Lender has received written notice from Senior Agent that each such principal payment shall not exceed 12.5% of Quarterly Excess Cash Flow until the Xxxxxx Repayment Date and 25% of Quarterly Excess Cash Flow with respect to payments after the Xxxxxx Repayment Date (each, an “Excess Cash Flow Payment”)Senior Default has been cured or waived, (B) Availability under the payment of the Senior Debt Documents shall be no less than $1,000,000 in full in cash (i) at any time during or another form which the period of sixty days before (determined on a pro forma basis giving effect to the principal payment as if it had occurred on the first day of such 60 day periodSenior Agent has indicated in writing is acceptable), (ii) on the day the payment is made, after giving effect thereto and (iii) for each of the 60 days after such payment is made on a projected basis (such projections to be reasonably satisfactory to Senior Agent) and or (C) no 180 days shall have elapsed since the date such Senior Default shall have occurred and be continuing at Notice was received by the time of making such payment (each a “Permitted Distribution”). Notwithstanding Junior Lender; provided, however, that notwithstanding anything herein to the contrary, each Excess Cash Flow Payment made with respect to a Fiscal Quarter shall be reduced contrary set forth herein (including the receipt by the amount Junior Lender of all Excess Cash Flow a Senior Default Notice), the Junior Lender may take and Borrower may make Permitted Non-Blockable Subordinated Debt Payments made with respect to prior Fiscal Quarters in the same Fiscal Yearat any time.

Subordinated Debt Payment Restrictions. (a) Except for Permitted Distributions as set forth below and as permitted under the Senior Loan Agreement, the Subordinated Creditor hereby agrees that it the Subordinated Creditor will not accept or request or demand any Distribution with respect to the Subordinated Debt until the Senior Debt is Paid in Full. Notwithstanding anything contained herein to the contrary, the Senior Subordinated Creditor hereby agrees that may receive (i) Company shall make the Hy-Tech Sxxxxx Closing Date Payment in the principal amount of $573,235.00 plus accrued interest in the amount of $111,757.31Payment, (ii) the Subordinated Creditor may thereafter receive Scheduled Subordinated Debt Payments consisting of interest in an amount not to exceed eight percent (8%) per annum on the unpaid principal balance of the Subordinated Debt Debt, (iii) payment or reimbursement of attorneys fees and expenses, if any, required under the Indemnification Agreement not exceeding $50,000 in any Fiscal Year, in each case of these clauses (i)-(iii), so long as no Senior Default shall have occurred and be continuing and (iiiiv) commencing with the Fiscal Quarter ending after with the Xxxxxx First PaymentsPermitted Distribution Start Date, and each Fiscal Quarter end thereafter, within 10 ten (10) days (the “Payment Period”) after receipt of the financial statements and compliance certificates required to be delivered to Senior Agent under the Senior Loan Agreement for such Fiscal Quarter then most recently ended, the Subordinated Creditor may receive quarterly payments of principal on the Subordinated Debt Debt, provided that (A) the amount of such principal payment shall not exceed 12.5% of Quarterly Excess Cash Flow until the Xxxxxx Repayment Date and 25% of Quarterly Excess Cash Flow with respect to payments after the Xxxxxx Repayment Date (each, an “Excess Cash Flow Payment”), shall not exceed (x) 25% of Quarterly Excess Cash Flow in the case of the first two (2) Fiscal Quarters for which an Excess Cash Flow Payment is made and with respect to any Fiscal Quarter ending after the Hy-Tech Repayment Date or (y) 12 1/2% of Quarterly Excess Cash Flow with respect to any other Fiscal Quarter end, (B) Availability under the Senior Debt Documents shall be no less than $1,000,000 (i) at any time during the period of sixty days before (determined on a pro forma basis giving effect to the principal payment as if it had occurred on the first day of such 60 sixty (60) day period), (ii) on the day the payment is made, after giving effect thereto and (iii) for each of the 60 sixty (60) days after such payment is made on a projected basis (such projections to be reasonably satisfactory to Senior Agent) and (C) no Senior Default shall have occurred and be continuing at the time of making such payment (each a “Permitted Distribution”). Notwithstanding anything herein to the contrary, each Excess Cash Flow Payment made with respect to a Fiscal Quarter shall be reduced by the amount of all Excess Cash Flow Payments made with respect to prior Fiscal Quarters in the same Fiscal Year.

Subordinated Debt Payment Restrictions. (a) Except for Permitted Distributions as set forth below and as permitted under Notwithstanding the Senior Loan Agreement, terms of the Subordinated Creditor Debt Documents, each Loan Party hereby agrees that it may not make, and the Junior Lender hereby agrees that it will not demand or accept and it will not permit any Junior Lender to demand or request accept, any Distribution on account of any Subordinated Debt until the Senior Debt is indefeasibly paid in full -9- in cash (or demand another form which the Senior Agent has indicated in writing is acceptable), in each case other than Permitted Subordinated Debt Payments. Notwithstanding the forgoing, each Loan Party and the Junior Lender further agree that, subject to the limitations set forth in Section 2.3(d) below, no Permitted Subordinated Debt Payment may be made by any Loan Party or accepted by the Junior Lender or any Junior Lender if, at the time of such payment, the Junior Lender shall have received a Senior Default Notice from the Senior Agent stating that one or more Senior Defaults identified in the applicable Senior Default Notice exist or would be created by the making of such payment, unless and until (A) Junior Lender has received written notice from Senior Agent that each such Senior Default has been cured or waived, (B) the payment of the Senior Debt in full in cash (or another form which the Senior Agent has indicated in writing is acceptable), or (C) 180 days shall have elapsed since the date such Senior Default Notice was received by the Junior Lender; provided, however, that notwithstanding anything to the contrary set forth herein (including the receipt by the Junior Lender of a Senior Default Notice), the Junior Lender may take and Borrower may make Permitted Non-Blockable Subordinated Debt Payments at any time. (b) The Loan Parties shall resume making Permitted Subordinated Debt Payments in respect of the Subordinated Debt (including payments that were blocked pursuant to Section 2.3(a) above) only upon the earlier to occur of (A) the cure or waiver of all such Senior Defaults identified in the applicable Senior Default Notice, and receipt by Junior Lender of written notice from Senior Agent of such cure or waiver, (B) the payment of the Senior Debt in full in cash (or another form which the Senior Agent has indicated in writing is acceptable) and the irrevocable termination in writing of all commitments to lend or otherwise extend credit under the Senior Debt Documents, or (C) the expiration of such 180 day period described in Section 2.3(a) above). (c) No Senior Default shall be deemed to have been cured or waived for purposes of this Section 2.3 unless and until each of the Borrower and the Junior Lender shall have received a written confirmation thereof from the Senior Agent. The Senior Agent shall promptly deliver a written notice to the Junior Lender after waiver or cure of any Senior Default. (d) Notwithstanding any provision of this Section 2.3 to the contrary: (i) solely for purposes of Section 2.3(a) the Senior Agent may deliver a Senior Default Notice not more than two (2) times during the term of the Senior Credit Agreement, and at least ninety (90) days must pass between any such Senior Default Notices delivered pursuant to Section 2.3(a) (i.e. Senior Agent shall not have the right to block any three (3) consecutive quarterly payments under the Subordinated Note pursuant to its rights under Section 2.3(aV); (ii) the failure of any Loan Party to make any Distribution with respect to the Subordinated Debt until by reason of the Senior Debt is Paid in Full. Notwithstanding anything contained herein to operation of this Section 2.3 shall not be construed as preventing the contrary, the Senior Creditor hereby agrees that (i) Company shall make the Hy-Tech Closing Date Payment in the principal amount occurrence of $573,235.00 plus accrued interest in the amount of $111,757.31, (ii) the Subordinated Creditor may thereafter receive Scheduled a Subordinated Debt Payments consisting of interest in an amount not to exceed eight percent (8%) per annum on Default under the unpaid principal balance of the applicable Subordinated Debt so long as no Senior Default shall have occurred and be continuing Documents; and (iii) commencing with the Fiscal Quarter ending after the Xxxxxx First Payments, and each Fiscal Quarter end thereafter, within 10 days (the “Payment Period”) after receipt provisions of the financial statements and compliance certificates required to be delivered to Senior Agent under the Senior Loan Agreement for such Fiscal Quarter then most recently ended, the Subordinated Creditor may receive quarterly payments of principal on the Subordinated Debt provided that (A) the amount of such principal payment this Section 2.3 shall not exceed 12.5% of Quarterly Excess Cash Flow until the Xxxxxx Repayment Date and 25% of Quarterly Excess Cash Flow with respect to payments after the Xxxxxx Repayment Date (each, an “Excess Cash Flow Payment”), (B) Availability under the Senior Debt Documents shall be no less than $1,000,000 (i) apply at any time during the period of sixty days before (determined on a pro forma basis giving effect to the principal payment as if it had occurred on the first day of such 60 day period), (ii) on the day the payment is made, after giving effect thereto and (iii) for each of the 60 days after such payment is made on a projected basis (such projections to at which Section 2.2 would be reasonably satisfactory to Senior Agent) and (C) no Senior Default shall have occurred and be continuing at the time of making such payment (each a “Permitted Distribution”)applicable. Notwithstanding anything herein to the contrary, each Excess Cash Flow Payment made with respect to a Fiscal Quarter shall be reduced by the amount of all Excess Cash Flow Payments made with respect to prior Fiscal Quarters in the same Fiscal Year-10- 2.4.