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

Subordination of Subordinated Debt to Senior Debt. (a) The Subordinated Creditor hereby covenants and agrees that, notwithstanding anything to the contrary contained in any of the Subordinated Debt Documents, the payment of any or all of the Subordinated Debt shall be subordinate and subject in claim and right and time of payment, to the extent and in the manner hereinafter set forth, 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. (b) Notwithstanding (i) anything to the contrary contained in the Subordinated Debt Documents, (ii) the time of incurrence of any Senior Debt or Subordinated Debt, (iii) the order or method of attachment or perfection of any Liens securing any Senior Debt or Subordinated Debt, (iv) the time or order of filing or recording of, or the failure to file or record, financing statements, mortgages or other documents required to perfect any Lien upon any Collateral, (v) the time of taking possession or control over any Collateral, (vi) that any Senior Lien with respect to Collateral may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien, or (vii) the rules for determining priority under any law governing relative priorities of Liens: as between or among the Senior Agent and the Senior Lenders, on one hand, and the Subordinated Creditor on the other hand, any and all Senior Liens on Collateral, whether such Liens are now or hereafter held by or on behalf of the Senior Agent or any Senior Lender or any trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, will be senior in all respects and prior to any Subordinated Lien on Collateral securing any Subordinated Debt, whether such Liens are now or hereafter held by the Subordinated Creditor or the Senior Agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise. (c) So long as the Senior Debt has not been Paid in Full, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, the Subordinated Creditor hereto agrees that after the date hereof: (i) the Subordinated Creditor shall not acquire, accept or hold any Lien on any property of any Obligor, or any of its Subsidiaries or Affiliates securing any Subordinated Debt which property is not also subject to the Lien of the Senior Agent for the benefit of the Senior Lenders and (ii) the Subordinated Creditor shall not permit any Obligor to grant any Lien on any of its property, or permit any of its Subsidiaries or Affiliates to gxxxx x Xxxx on any of its property, to secure Subordinated Debt unless it, or such Subsidiary or Affiliate, has granted (or offered to grant with a reasonable opportunity for such Lien to be accepted) a corresponding Lien on such property in favor of the Senior Lenders; provided, however, notwithstanding clauses (i) and (ii) above, the refusal of the Senior Lenders to accept a Lien on any property of any Obligor or any of its Subsidiaries or Affiliates shall not prohibit the taking of a Lien on such property by the Subordinated Creditor. (d) Subordinated Creditor agrees that Subordinated Creditor shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Proceeding), the existence, perfection, priority, validity or enforceability of a Lien held by or on behalf of the Senior Agent or the Senior Lenders in all or any part of the Collateral, or the provisions of this Agreement, or take, or consent to or acquiesce in, the taking of, any action to set aside, challenge or otherwise dispute the existence or priority of any Senior Debt or the creation, attachment, perfection, enforceability, priority or continuation of any lien or security interest of the Senior Agent or the Senior Lenders in or on any assets of any Obligor constituting Collateral.

Subordination of Subordinated Debt to Senior Debt. (a) The Company covenants and agrees, and Subordinated Creditor hereby 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 thatagrees, notwithstanding anything to the contrary contained in any of the Subordinated Debt Documents, that the payment of any or and all of the Subordinated Debt shall be subordinate and subject in claim and right and time of payment, to the extent and in the manner hereinafter set forthforth in this Agreement, to the prior indefeasible Payment payment in Full 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. (b) . Notwithstanding (i) anything to the contrary contained in terms of the Subordinated Debt Documents, (ii) the time of incurrence of Company agrees that it will not make, and Subordinated Creditor agrees that it will not accept, any Senior Debt or Subordinated DebtDistribution, (iii) the order or method of attachment or perfection of any Liens securing any Senior Debt or Subordinated Debtwhether in cash, (iv) the time or order of filing or recording of, or the failure to file or record, financing statements, mortgages securities or other documents required to perfect any Lien upon any Collateralproperty, (v) the time of taking possession or control over any Collateral, (vi) that any Senior Lien with respect to Collateral may not have been perfected or may be 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 have become subordinated, by equitable subordination or otherwise, to any other Lien, or Event of Default (vii) the rules for determining priority under any law governing relative priorities of Liens: as between or among such terms are defined in the Senior Agent and Loan Agreement) has occurred, is continuing or would result therefrom, the Senior Lenders, on one handCompany may pay, and the Subordinated Creditor may accept, regularly scheduled payments of interest at the non-default rate on the other hand, any and all Senior Liens on Collateral, whether such Liens are now or hereafter held by or on behalf Subordinated Debt paid in cash in accordance with the terms of the Senior Agent Subordinated Debt Documents as in effect on the date hereof or any Senior Lender or any trustee thereforas modified in accordance with the terms of this Agreement and (b) the Borrower may issue to the Subordinated Creditor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, will be senior in all respects and prior to any Subordinated Lien on Collateral securing any Subordinated Debt, whether such Liens are now or hereafter held by the Subordinated Creditor or may accept, common stock of the Senior Agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise. (c) So long as the Senior Debt has not been Paid Borrower in Full, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, the Subordinated Creditor hereto agrees that after the date hereof: (i) the Subordinated Creditor shall not acquire, accept or hold any Lien on any property of any Obligor, or any of its Subsidiaries or Affiliates securing any connection with a Subordinated Debt which property is not also subject to the Lien of the Senior Agent for the benefit of the Senior Lenders and (ii) the Subordinated Creditor shall not permit any Obligor to grant any Lien on any of its property, or permit any of its Subsidiaries or Affiliates to gxxxx x Xxxx on any of its property, to secure Subordinated Debt unless it, or such Subsidiary or Affiliate, has granted (or offered to grant with a reasonable opportunity for such Lien to be accepted) a corresponding Lien on such property in favor of the Senior Lenders; provided, however, notwithstanding clauses (i) and (ii) above, the refusal of the Senior Lenders to accept a Lien on any property of any Obligor or any of its Subsidiaries or Affiliates shall not prohibit the taking of a Lien on such property by the Subordinated CreditorConversion. (d) Subordinated Creditor agrees that Subordinated Creditor shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Proceeding), the existence, perfection, priority, validity or enforceability of a Lien held by or on behalf of the Senior Agent or the Senior Lenders in all or any part of the Collateral, or the provisions of this Agreement, or take, or consent to or acquiesce in, the taking of, any action to set aside, challenge or otherwise dispute the existence or priority of any Senior Debt or the creation, attachment, perfection, enforceability, priority or continuation of any lien or security interest of the Senior Agent or the Senior Lenders in or on any assets of any Obligor constituting Collateral.

Subordination of Subordinated Debt to Senior Debt. (a) The Subordinated Creditor hereby covenants and agrees that, notwithstanding anything to the contrary contained in any of the Subordinated Debt Documents, the payment of any or all of the Subordinated Debt shall be subordinate and subject in claim and right and time of payment, to the extent and in the manner hereinafter set forth, 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. (b) Notwithstanding (i) anything to the contrary contained in the Subordinated Debt Documents, (ii) the time of incurrence of any Senior Debt or Subordinated Debt, (iii) the order or method of attachment or perfection of any Liens securing any Senior Debt or Subordinated Debt, (iv) the time or order of filing or recording of, or the failure to file or record, financing statements, mortgages or other documents required to perfect any Lien upon any Collateral, (v) the time of taking possession or control over any Collateral, (vi) that any Senior Lien with respect to Collateral may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien, or (vii) the rules for determining priority under any law governing relative priorities of Liens: as between or among the Senior Agent and the Senior Lenders, on one hand, and the Subordinated Creditor on the other hand, any and all Senior Liens on Collateral, whether such Liens are now or hereafter held by or on behalf of the Senior Agent or any Senior Lender or any trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, will be senior in all respects and prior to any Subordinated Lien on Collateral securing any Subordinated Debt, whether such Liens are now or hereafter held by the Subordinated Creditor or the Senior Agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise. (c) So long as the Senior Debt has not been Paid in Full, whether or not any Insolvency Proceeding has been commenced by or against any Obligorthe Company, the Subordinated Creditor hereto agrees that that: (i) after the date hereof: (i) the Subordinated Creditor , it shall not acquire, accept or hold any Lien on any property of any Obligorthe Company, or any of its Subsidiaries or Affiliates securing any Subordinated Debt which property is not also subject to the Lien of the Senior Agent for the benefit of the Senior Lenders and (ii) the Subordinated Creditor it shall not permit any Obligor the Company to grant any Lien on any of its property, or permit any of its Subsidiaries or Affiliates to gxxxx xxxxx x Xxxx on any of its property, to secure Subordinated Debt unless it, or such Subsidiary or Affiliate, has granted (or offered to grant with a reasonable opportunity for such Lien to be accepted) a corresponding Lien on such property in favor of the Senior Lenders; provided, however, notwithstanding clauses (i) and (ii) above, the refusal of the Senior Lenders to accept a Lien on any property of any Obligor the Company or any of its Subsidiaries or Affiliates shall not prohibit the taking of a Lien on such property by the Subordinated Creditor. (d) Subordinated Creditor agrees that Subordinated Creditor it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Proceeding), the existence, perfection, priority, validity or enforceability of a Lien held by or on behalf of the Senior Agent or the Senior Lenders in all or any part of the Collateral, or the provisions of this Agreement, or take, or consent to or acquiesce in, the taking of, any action to set aside, challenge or otherwise dispute the existence or priority of any Senior Debt or the creation, attachment, perfection, enforceability, priority or continuation of any lien or security interest of the Senior Agent or the Senior Lenders in or on any assets of any Obligor the Company constituting Collateral.

Subordination of Subordinated Debt to Senior Debt. (a) The Each Credit Party covenants and agrees, and each Subordinated Creditor hereby likewise covenants and agrees thatagrees, notwithstanding anything to the contrary contained in any of the Subordinated Debt Documents, that the payment of any or and all of the Subordinated Debt shall be subordinate and subject in claim and right and time of payment, to the extent and in the manner hereinafter set forth, 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 the Senior Debt in reliance upon the provisions contained in this Agreement. (b) Notwithstanding (i) anything to the contrary contained . Except as otherwise agreed in the Subordinated Debt Documents, (ii) the time of incurrence of any Senior Debt or Subordinated Debt, (iii) the order or method of attachment or perfection of any Liens securing any Senior Debt or Subordinated Debt, (iv) the time or order of filing or recording of, or the failure to file or record, financing statements, mortgages or other documents required to perfect any Lien upon any Collateral, (v) the time of taking possession or control over any Collateral, (vi) that any Senior Lien with respect to Collateral may not have been perfected or may be or have become subordinated, writing by equitable subordination or otherwise, to any other Lien, or (vii) the rules for determining priority under any law governing relative priorities of Liens: as between or among the Senior Agent and the in its sole discretion, all Senior Lenders, on one hand, and the Debt shall first be Paid in Full before any Distribution shall be made to any Subordinated Creditor on the other hand, any and all Senior Liens on Collateral, whether such Liens are now or hereafter held by or on behalf account of the Senior Agent or any Senior Lender or any trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, will be senior in all respects and prior to any Subordinated Lien on Collateral securing any Subordinated Debt, whether such Liens are now or hereafter held by the Subordinated Creditor or the Senior Agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise. (c) So long as the Senior Debt has not been Paid in Full, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, the Subordinated Creditor hereto agrees that after the date hereof: (i) the Subordinated Creditor shall not acquire, accept or hold any Lien on any property of any Obligor, or any of its Subsidiaries or Affiliates securing any Subordinated Debt which property is not also subject to the Lien of the Senior Agent for the benefit of the Senior Lenders and (ii) the Subordinated Creditor shall not permit any Obligor to grant any Lien on any of its property, or permit any of its Subsidiaries or Affiliates to gxxxx x Xxxx on any of its property, to secure Subordinated Debt unless it, or such Subsidiary or Affiliate, has granted (or offered to grant with a reasonable opportunity for such Lien to be accepted) a corresponding Lien on such property in favor of the Senior Lenders; provided, however, notwithstanding clauses that (i) Borrower may issue to Subordinated Creditors, and Subordinated Creditors may accept, Conversion Shares in connection with a Subordinated Debt Conversion, (ii) aboveBorrower 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 refusal terms of the Senior Lenders to accept a Lien on any property of any Obligor or any of its Subsidiaries or Affiliates shall not prohibit the taking of a Lien on such property by the Subordinated CreditorDebt Documents. (d) Subordinated Creditor agrees that Subordinated Creditor shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Proceeding), the existence, perfection, priority, validity or enforceability of a Lien held by or on behalf of the Senior Agent or the Senior Lenders in all or any part of the Collateral, or the provisions of this Agreement, or take, or consent to or acquiesce in, the taking of, any action to set aside, challenge or otherwise dispute the existence or priority of any Senior Debt or the creation, attachment, perfection, enforceability, priority or continuation of any lien or security interest of the Senior Agent or the Senior Lenders in or on any assets of any Obligor constituting Collateral.

Subordination of Subordinated Debt to Senior Debt. (a) The Subordinated Creditor hereby covenants and agrees that, notwithstanding anything to the contrary contained in any Each of the Subordinated Debt DocumentsCredit Parties and CMP, for itself and its respective successors and assigns, covenants and agrees, and each other holder of Subordinated Debt, by its acceptance thereof, shall be deemed to, for itself and its successors and assigns have covenanted and agreed, that the payment of any or all of the Subordinated Debt shall be subordinate and subject in claim and right and time of payment, to the extent and in the manner hereinafter set forth, to the prior indefeasible Payment payment in Full 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. (b) Notwithstanding (i) anything . The provisions of this Agreement shall be reinstated if at any time any payment of any of the 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 Documents to the contrary contained notwithstanding, no Credit Party shall make, and no Subordinated Lender shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever with respect to the Subordinated Debt at any time when any of the Senior Debt remains outstanding (including, without limitation, any issued but undrawn letter of credit) except that, subject to 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 Lender may accept (a) regularly scheduled required payments of 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 absence of acceleration as provided in the Subordinated Debt DocumentsDocuments as in effect on the date hereof, (iib) payment of the time Subordinated Debt after it has been accelerated by the holders of incurrence 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 in effect on the date hereof, in each case, as and when due and payable in the absence of acceleration. In no event shall any Senior Debt or Subordinated Debt, (iii) the order or method of attachment or perfection of any Liens securing any Senior Debt or Subordinated Debt, (iv) the time or order of filing or recording of, Lender or the failure Subordinated Agent commence any action or proceeding to file contest the provisions of this Agreement or record, financing statements, mortgages or other documents required the priority of the Liens granted to perfect any Lien upon any Collateral, (v) the time of taking possession or control over any Collateral, (vi) that any Senior Lien with respect to Collateral may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien, or (vii) the rules for determining priority under any law governing relative priorities of Liens: as between or among the Senior Agent and the Senior Lenders, on one hand, and the Subordinated Creditor on the other hand, any and all Senior Liens on Collateral, whether such Liens are now or hereafter held by or on behalf holders of the Senior Agent or any Senior Lender or any trustee therefor, regardless of how acquired, whether Debt by grant, possession, statute, operation of law, subrogation or otherwise, will be senior in all respects and prior to any Subordinated Lien on Collateral securing any Credit Party. No holder of Subordinated Debt, whether such Liens are now or hereafter held by the Subordinated Creditor or the Senior Agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise. (c) So long as the Senior Debt has not been Paid in Full, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, the Subordinated Creditor hereto agrees that after the date hereof: (i) the Subordinated Creditor shall not acquiretake, accept or hold receive any Lien on any property collateral security from a Subordinated Credit Party for the payment of any Obligor, or any of its Subsidiaries or Affiliates securing any the Subordinated Debt which property is not also subject and to the Lien of extent any lien is given, it is agreed that such lien is fully subordinate to the Senior Agent for the benefit of the Senior Lenders and (ii) the Subordinated Creditor shall not permit any Obligor to grant any Lien on any of its property, or permit any of its Subsidiaries or Affiliates to gxxxx x Xxxx on any of its property, to secure Subordinated Debt unless it, or such Subsidiary or Affiliate, has granted (or offered to grant with a reasonable opportunity for such Lien to be accepted) a corresponding Lien on such property liens in favor of the Senior Lenders; provided, however, notwithstanding clauses (i) and (ii) above, the refusal of Lenders in connection with the Senior Lenders to accept a Lien on any property of any Obligor or any of its Subsidiaries or Affiliates shall not prohibit the taking of a Lien on such property by the Subordinated CreditorDebt. (d) Subordinated Creditor agrees that Subordinated Creditor shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Proceeding), the existence, perfection, priority, validity or enforceability of a Lien held by or on behalf of the Senior Agent or the Senior Lenders in all or any part of the Collateral, or the provisions of this Agreement, or take, or consent to or acquiesce in, the taking of, any action to set aside, challenge or otherwise dispute the existence or priority of any Senior Debt or the creation, attachment, perfection, enforceability, priority or continuation of any lien or security interest of the Senior Agent or the Senior Lenders in or on any assets of any Obligor constituting Collateral.