Common use of Subordinated Debt Payment Restrictions Clause in Contracts

Subordinated Debt Payment Restrictions. (a) Notwithstanding the terms of the Subordinated 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 accept, any Distribution on account of any Subordinated Debt until the Senior Debt is indefeasibly paid in full 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 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.

Subordinated Debt Payment Restrictions. (a) Notwithstanding Except for Permitted Distributions as set forth below and as permitted under the terms of Senior Loan Agreement, the Subordinated Debt Documents, each Loan Party Creditor hereby agrees that it may not make, and the Junior Lender hereby agrees that it Subordinated Creditor will not accept or request or demand or accept and it will not permit any Junior Lender to demand or accept, any Distribution on account of any with respect to the Subordinated Debt until the Senior Debt is indefeasibly paid Paid in full Full. Notwithstanding anything contained herein to the contrary, the Subordinated Creditor may receive (i) the Sxxxxx Closing Date Payment, (ii) Scheduled Subordinated Debt Payments consisting of interest in cash an amount not to exceed eight percent (8%) per annum on the unpaid principal balance of the Subordinated Debt, (iii) payment or another form which reimbursement of attorneys fees and expenses, if any, required under the Senior Agent has indicated Indemnification Agreement not exceeding $50,000 in writing is acceptable)any Fiscal Year, in each case of these clauses (i)-(iii), so long as no Senior Default shall have occurred and be continuing and (iv) commencing with the Fiscal Quarter ending with the Permitted Distribution Start Date, and each Fiscal Quarter end thereafter, within 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, provided that (A) the amount of such principal payment (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 Permitted Subordinated Debt Payments. Notwithstanding $1,000,000 (i) at any time during the forgoing, each Loan Party and the Junior Lender further agree that, subject period of sixty days before (determined on a pro forma basis giving effect to the limitations set forth in Section 2.3(dprincipal payment as if it had occurred on the first day of such sixty (60) belowday period), (ii) on the day the payment is made, after giving effect thereto and (iii) for each of the sixty (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 may Senior Default shall have occurred and be made by any Loan Party or accepted by the Junior Lender or any Junior Lender if, continuing at the time of making such paymentpayment (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 Junior Lender shall have received a Senior Default Notice from the Senior Agent stating that one or more Senior Defaults identified amount of all Excess Cash Flow Payments made with respect to prior Fiscal Quarters 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 timesame Fiscal Year.

Subordinated Debt Payment Restrictions. (a) Notwithstanding the terms of the Subordinated 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 accept, any Distribution on account of any Subordinated Debt until the Senior Debt is indefeasibly paid in full -9- 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 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 by reason of the operation of this Section 2.3 shall not be construed as preventing the occurrence of a Subordinated Debt Default under the applicable Subordinated Debt Documents; and (iii) the provisions of this Section 2.3 shall not apply at any time at which Section 2.2 would be applicable. -10- 2.4.

Subordinated Debt Payment Restrictions. (a) Notwithstanding the terms of the Subordinated Debt Documents, each Loan Party the Company hereby agrees that it may not make, and the Junior Lender Subordinated Creditor hereby agrees that it will not demand or accept and it will not permit any Junior Lender to demand or accept, any Distribution on account of any with respect to the Subordinated Debt until the Senior Debt is indefeasibly paid in full in cash (or another form which and all commitments to lend under the Senior Agent has indicated in writing is acceptable)Debt Documents have terminated, in each case other than Permitted Subordinated Debt Payments. Notwithstanding the forgoing, each Loan Party and the Junior Lender further agree that, Payments subject to the limitations set forth in terms of Section 2.3(d) below2.2 of this Agreement; provided, however, that the Company and Subordinated Creditor further agree that no Permitted Subordinated Debt Payment may be made by any Loan Party the Company or accepted by the Junior Lender or any Junior Lender if, Subordinated Creditor unless (i) at the time of such paymentPermitted Subordinated Debt Payment no Senior Default shall exist immediately prior to or immediately after such Permitted Subordinated Debt Payment, and (ii) after giving pro forma effect to such Permitted Subordinated Debt Payment, if such Permitted Subordinated Debt Payment shall cause the Junior Lender principal balance of the Subordinated Debt to be 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 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 as of the date of such Permitted Subordinated Debt Payment. (b) No Senior Default shall be deemed to have been waived for purposes of this Section 2.3 unless and until the Company shall have received a written waiver from Agent or all Senior Lenders. (c) Notwithstanding any provision of this Section 2.3 to the contrary, 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 Subordinated Debt Default Notice from the Senior Agent stating that one or more Senior Defaults identified in under 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.Documents. 2.4

Subordinated Debt Payment Restrictions. (a) Notwithstanding Except for Permitted Distributions as set forth below and as permitted under the terms of Senior Loan Agreement, the Subordinated Debt Documents, each Loan Party hereby agrees that it may not make, and the Junior Lender Creditor hereby agrees that it will not accept or request or demand or accept and it will not permit any Junior Lender to demand or accept, any Distribution on account of any with respect to the Subordinated Debt until the Senior Debt is indefeasibly paid Paid in full in cash (or another form which 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 has indicated in writing is acceptableunder 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”), in each case other (B) Availability under the Senior Debt Documents shall be no less than Permitted Subordinated Debt Payments. Notwithstanding $1,000,000 (i) at any time during the forgoing, each Loan Party and the Junior Lender further agree that, subject period of sixty days before (determined on a pro forma basis giving effect to the limitations set forth in Section 2.3(dprincipal payment as if it had occurred on the first day of such 60 day period), (ii) belowon 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 may Senior Default shall have occurred and be made by any Loan Party or accepted by the Junior Lender or any Junior Lender if, continuing at the time of making such paymentpayment (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 Junior Lender shall have received a Senior Default Notice from the Senior Agent stating that one or more Senior Defaults identified amount of all Excess Cash Flow Payments made with respect to prior Fiscal Quarters 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 timesame Fiscal Year.