Common use of Subordination of Subordinated Debt to Senior Debt Clause in Contracts

Subordination of Subordinated Debt to Senior Debt. The Company covenants and agrees, and Subordinated Creditor by its execution hereof or its acceptance of the Subordinated Loan Agreement and any Subordinated Note (whether upon original issue or upon transfer or assignment) likewise covenants and agrees, notwithstanding anything to the contrary contained in any of the Subordinated Debt Documents, that the payment of any and all of the Subordinated Debt shall be subordinate and subject in right and time of payment, to the extent and in the manner set forth in this Agreement, to the prior indefeasible payment in full in cash of all Senior Debt. Each holder of Senior Debt, whether such Senior Debt is now outstanding or hereafter created, incurred, assumed or guaranteed, shall be deemed to have acquired Senior Debt in reliance upon the provisions contained in this Agreement. Notwithstanding the terms of the Subordinated Debt Documents, the Company agrees that it will not make, and Subordinated Creditor agrees that it will not accept, any Distribution, whether in cash, securities or other property, with respect to or as payment for the Subordinated Debt until the Subordination Termination Date (including, without limitation, any amounts owing pursuant to Section 3.2 of the Subordinated Loan Agreement other than pursuant to a Subordinated Debt Conversion); provided, however, that (a) so long as no Default or Event of Default (as such terms are defined in the Senior Loan Agreement) has occurred, is continuing or would result therefrom, the Company may pay, and the Subordinated Creditor may accept, regularly scheduled payments of interest at the non-default rate on the Subordinated Debt paid in cash in accordance with the terms of the Subordinated Debt Documents as in effect on the date hereof or as modified in accordance with the terms of this Agreement and (b) the Borrower may issue to the Subordinated Creditor, and the Subordinated Creditor may accept, common stock of the Borrower in connection with a Subordinated Debt Conversion.

Subordination of Subordinated Debt to Senior Debt. The Company Each Credit Party covenants and agrees, and each Subordinated Creditor by its execution hereof or its acceptance of the Subordinated Loan Agreement and any Subordinated Note (whether upon original issue or upon transfer or assignment) likewise covenants and agrees, notwithstanding anything to the contrary contained in any of the Subordinated Debt Documents, that the payment of any and all of the Subordinated Debt shall be subordinate and subject in right and time of payment, to the extent and in the manner hereinafter set forth in this Agreementforth, to the prior indefeasible payment Payment in full in cash Full of all Senior Debt. Each holder of Senior Debt, whether such Senior Debt is now outstanding or hereafter created, incurred, assumed or guaranteed, shall be deemed to have acquired the Senior Debt in reliance upon the provisions contained in this Agreement. Notwithstanding Except as otherwise agreed in writing by the Senior Agent in its sole discretion, all Senior Debt shall first be Paid in Full before any Distribution shall be made to any Subordinated Creditor on account of any Subordinated Debt; provided, however, that (i) Borrower may issue to Subordinated Creditors, and Subordinated Creditors may accept, Conversion Shares in connection with a Subordinated Debt Conversion, (ii) Borrower may pay and Subordinated Creditors may receive cash in lieu of fractional shares in connection with a Subordinated Debt Conversion, and (iii) Borrower may pay, and Subordinated Creditors and Subordinated Agent may accept, reasonable attorneys’ fees and expenses incurred by Subordinated Creditors or Subordinated Agent from time to time required under the terms of the Subordinated Debt Documents, the Company agrees that it will not make, and Subordinated Creditor agrees that it will not accept, any Distribution, whether in cash, securities or other property, with respect to or as payment for the Subordinated Debt until the Subordination Termination Date (including, without limitation, any amounts owing pursuant to Section 3.2 of the Subordinated Loan Agreement other than pursuant to a Subordinated Debt Conversion); provided, however, that (a) so long as no Default or Event of Default (as such terms are defined in the Senior Loan Agreement) has occurred, is continuing or would result therefrom, the Company may pay, and the Subordinated Creditor may accept, regularly scheduled payments of interest at the non-default rate on the Subordinated Debt paid in cash in accordance with the terms of the Subordinated Debt Documents as in effect on the date hereof or as modified in accordance with the terms of this Agreement and (b) the Borrower may issue to the Subordinated Creditor, and the Subordinated Creditor may accept, common stock of the Borrower in connection with a Subordinated Debt Conversion.

Subordination of Subordinated Debt to Senior Debt. The Company covenants and agrees, and Subordinated Creditor by its execution hereof or its acceptance of the Subordinated Loan Agreement and any Subordinated Note (whether upon original issue or upon transfer or assignment) likewise covenants and agrees, notwithstanding anything to the contrary contained in any of the Subordinated Debt Documents, that the payment of any and all of the Subordinated Debt shall be subordinate and subject in right and time of payment, to the extent and in the manner set forth in this Agreement, to the prior indefeasible payment in full in cash of all Senior Debt. Each holder of Senior Debt, whether such Senior Debt is now outstanding or hereafter created, incurred, assumed or guaranteed, shall be deemed to have acquired Senior Debt in reliance upon the provisions contained in this Agreement. Notwithstanding the terms of the Subordinated Debt Documents, the Company agrees that it will not make, and Subordinated Creditor agrees that it will not accept, any Distribution, whether in cash, securities or other property, with respect to or as payment for the Subordinated Debt until the Subordination Termination Date (including, without limitation, any amounts owing pursuant to Section 3.2 of the Subordinated Loan Agreement other than pursuant to a Subordinated Debt Conversion); provided, however, that (a) so long as no Default or Event of Default (as such terms are defined in the Senior Loan Agreement) has occurred, is continuing or would result therefrom, the Company may pay, and the Subordinated Creditor may accept, regularly scheduled payments of interest at the non-default rate on the Subordinated Debt paid in cash in accordance with the terms of the Subordinated Debt Documents as in effect on the date hereof or as modified in accordance with the terms of this Agreement and (b) the Borrower may issue to the Subordinated Creditor, and the Subordinated Creditor may accept, common stock of the Borrower in connection with a Subordinated Debt Conversion.

Subordination of Subordinated Debt to Senior Debt. The Company Each of the Subordinated Credit Parties and CMP, for itself and its respective successors and assigns, covenants and agrees, and each other holder of Subordinated Creditor Debt, by its execution hereof or acceptance thereof, shall be deemed to, for itself and its acceptance of the Subordinated Loan Agreement successors and any Subordinated Note (whether upon original issue or upon transfer or assignment) likewise covenants assigns have covenanted and agrees, notwithstanding anything to the contrary contained in any of the Subordinated Debt Documentsagreed, that the payment of any and all of the Subordinated Debt shall be subordinate and subject in right and time of payment, to the extent and in the manner hereinafter set forth in this Agreementforth, to the prior indefeasible payment in full in cash of all Senior Debt. Each , and that each holder of Senior Debt, Debt (whether such Senior Debt is now outstanding or hereafter created, incurred, assumed or guaranteed, ) shall be deemed to have acquired Senior Debt in reliance upon the provisions contained in this Agreement. Notwithstanding The provisions of this Agreement shall be reinstated if at any time any payment of any of the terms Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder upon the insolvency, bankruptcy or reorganization of any Credit Party. Any provision of this Agreement or the Subordinated Debt DocumentsDocuments to the contrary notwithstanding, the Company agrees that it will not no Credit Party shall make, and no Subordinated Creditor agrees that it will not Lender shall accept, any Distributionpayment or prepayment of principal, whether in cashor prepayment of other amounts due thereunder, securities or other property, of any kind whatsoever with respect to or as payment for the Subordinated Debt until at any time when any of the Subordination Termination Date Senior Debt remains outstanding (including, without limitation, any amounts owing pursuant issued but undrawn letter of credit) except that, subject to Section 3.2 the terms and conditions of this Agreement, including, without limitation, Sections 2.2, 2.3 and 2.4 hereof, a Credit Party may make and the Subordinated Loan Agreement other than pursuant to a Subordinated Debt Conversion); provided, however, that Lender may accept (a) so long as no Default or Event regularly scheduled required payments of Default (as such terms are defined principal and mandatory payments of principal under Section 2.3(a)(ii) of the Senior Subordinated Credit Agreement which have become due and payable in the Senior Loan Agreement) has occurred, is continuing or would result therefrom, the Company may pay, and the Subordinated Creditor may accept, regularly scheduled payments absence of interest at the non-default rate on the Subordinated Debt paid acceleration as provided in cash in accordance with the terms of the Subordinated Debt Documents as in effect on the date hereof hereof, (b) payment of the Subordinated Debt after it has been accelerated by the holders of Subordinated Debt and (c) regularly scheduled payments of interest and payment or reimbursement of all fees, expenses, indemnities and like amounts under the Subordinated Debt Documents as modified in accordance with effect on the terms date hereof, in each case, as and when due and payable in the absence of acceleration. In no event shall any Subordinated Lender or the Subordinated Agent commence any action or proceeding to contest the provisions of this Agreement and (b) or the Borrower may issue priority of the Liens granted to the holders of the Senior Debt by any Subordinated CreditorCredit Party. No holder of Subordinated Debt shall take, and accept or receive any collateral security from a Subordinated Credit Party for the payment of the Subordinated Creditor may acceptDebt and to the extent any lien is given, common stock it is agreed that such lien is fully subordinate to the liens in favor of the Borrower Senior Lenders in connection with a Subordinated Debt Conversionthe Senior Debt.

Subordination of Subordinated Debt to Senior Debt. The Company covenants and agrees, and Subordinated Creditor by its execution hereof or its acceptance of the Subordinated Loan Agreement Purchase Agreements and any Subordinated Note Notes (whether upon original issue or upon transfer or assignment) likewise covenants and agrees, notwithstanding anything to the contrary contained in any of the Subordinated Debt Documents, that the payment of any and all of the Subordinated Debt shall be subordinate and subject in right and time of payment, to the extent and in the manner set forth in this Agreement, to the prior indefeasible payment in full (other than inchoate indemnity obligations) in cash of all Senior Debt. Each holder of Senior Debt, whether such Senior Debt is now outstanding or hereafter created, incurred, assumed or guaranteed, shall be deemed to have acquired Senior Debt in reliance upon the provisions contained in this Agreement. Notwithstanding the terms of the Subordinated Debt Documents, the Company hereby agrees that it will not make, and Subordinated Creditor hereby agrees that it will not accept, any Distribution, whether in cash, securities or other property, with respect to or as payment for the Subordinated Debt until the Subordination Termination Date (including, without limitation, any amounts owing pursuant to Section 3.2 of the Subordinated Loan Agreement other than pursuant to a Subordinated Debt Conversion)Date; provided, however, provided however that (a) so long as no Default or Event of Default (as such terms are defined in the Senior Loan Agreement) has occurred, is continuing or would result therefrom, the Company may pay, and the Subordinated Creditor may accept, regularly scheduled payments of interest at the non-default rate on the Subordinated Debt paid in cash in accordance with the terms of the Subordinated Debt Documents as in effect on the date hereof or as modified in accordance with the terms of this Agreement and (b) the Borrower may issue to the Subordinated Creditor, and the Subordinated Creditor may accept, common stock of Series A Preferred Stock in the Borrower amounts and on the conditions set forth in the Subordinated Notes in connection with a Subordinated Debt Conversion.

Subordination of Subordinated Debt to Senior Debt. The Company covenants and agrees, and Subordinated Creditor by its execution hereof or its acceptance of the Subordinated Loan Agreement and any Subordinated Note (whether upon original issue or upon transfer or assignment) likewise covenants and agrees, notwithstanding anything to the contrary contained in any of the Subordinated Debt Documents, that the payment of any and all of the Subordinated Debt shall be subordinate and subject in right and time of payment, to the extent and in the manner set forth in this Agreement, to the prior indefeasible payment in full in cash of all Senior Debt. Each holder of Senior Debt, whether such Senior Debt is now outstanding or hereafter created, incurred, assumed or guaranteed, shall be deemed to have acquired Senior Debt in reliance upon the provisions contained in this Agreement. Notwithstanding the terms of the Subordinated Debt Documents, the Company hereby agrees that it will not make, and Subordinated Creditor hereby agrees that it will not accept, any Distribution, whether in cash, securities or other property, with respect to or as payment for the Subordinated Debt until the Subordination Termination Date Date. For the avoidance of doubt, nothing herein shall prohibit Xxxxx or any other Person party to the Xxxxx Loan Documents (including, without limitation, any amounts owing pursuant to Section 3.2 of the Subordinated Loan Agreement other than pursuant to a Subordinated Debt Conversion); providedthe Company) from making, however, that (a) so long as no Default or Event of Default (as such terms are defined in the Senior Loan Agreement) has occurred, is continuing or would result therefrom, the Company may pay, and the Subordinated Creditor may acceptfrom accepting from Xxxxx or such other Persons, regularly scheduled payments of interest at the non-default rate on the Subordinated Debt paid in cash Distributions in accordance with the terms of the Subordinated Debt Documents as in effect on the date hereof or as modified in accordance with the terms of this Agreement and (b) the Borrower may issue to the Subordinated Creditor, and the Subordinated Creditor may accept, common stock of the Borrower in connection with a Subordinated Debt ConversionXxxxx Loan Documents.