Common use of Subordination Provisions Clause in Contracts

Subordination Provisions. Borrower or any Credit Party shall make any payment in violation of any subordination terms or conditions, if any, with respect to any Subordinated Indebtedness; THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (2) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Requisite Lenders, upon notice to Borrower by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations; provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(v) or Section 2.4(e); (C) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents; and (D) Administrative Agent shall direct Borrower to pay (and Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Sections 8.1(f) and (g) to pay) to Administrative Agent such additional amounts of cash as reasonably requested by Issuing Bank, to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding.

Subordination Provisions. The Borrower or any Credit Party shall make any payment in violation of any subordination terms or conditions, if any, with respect to any Subordinated IndebtednessJunior Financing; THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(fSections 8.01(f) or 8.1(g8.01(g), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of) the Requisite Lenders, upon notice to the Borrower by the Administrative Agent, (A) the Revolving Commitments, Tranche A Term Loan Commitments and Tranche B Term Loan Commitments, if any, of each Lender having such Revolving Commitments, Tranche A Term Loan Commitments and Tranche B Term Loan Commitments, respectively, and the obligation of the Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I1) the unpaid principal amount of and accrued interest and premium on the Loans, (II2) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), ) and (III3) all other Obligations; provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(v2.03(b)(v) or Section 2.4(e2.04(e); (C) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents; and (D) the Administrative Agent shall direct the Borrower to pay (and the Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Sections 8.1(f8.01(f) and (gor 8.01(g) to pay) to the Administrative Agent such additional amounts of cash as reasonably requested by the Issuing Bank, to be held as security for Borrower’s reimbursement Obligations in respect of Cash Collateralize Letters of Credit then outstanding.

Subordination Provisions. Borrower Failure by any holder of Senior Subordinated Notes Indebtedness (or any such holder’s representative or agent) to comply in any material respect with, or any breach in any material respect by any such Person of, any of the subordination terms or conditions with respect to such Senior Subordinated Notes Indebtedness, or NewPageHoldCo or any Credit Party shall make any payment in violation of any such subordination terms or conditions, if any, with respect to any Subordinated Indebtednessterms; THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (2) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Requisite Lenders, upon notice to Borrower NewPageCo by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) the unpaid principal amount of and accrued interest on the Loans, and (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations; provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(v2.3(b)(iv) or Section 2.4(e); (C) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents; and (D) Administrative Agent shall direct Borrower NewPageCo to pay (and Borrower NewPageCo hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Sections Section 8.1(f) and (g) to pay) to Administrative Agent such additional amounts of cash as reasonably requested by Issuing Bankcash, to be held as security for BorrowerNewPageCo’s reimbursement Obligations in respect of Letters of Credit then outstanding, equal to the Letter of Credit Usage at such time.

Subordination Provisions. Borrower failure by any holder of Senior Subordinated Notes Indebtedness (or any such holder’s representative or agent) to comply in any material respect with, or any breach in any material respect by any such Person of, any of the subordination terms or conditions with respect to such Senior Subordinated Notes Indebtedness, or NewPageHoldCo or any Credit Party shall make any payment in violation of any such subordination terms or conditions, if any, with respect to any Subordinated Indebtednessterms; THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (2) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Requisite Lenders, upon notice to Borrower NewPageCo by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) the unpaid principal amount of and accrued interest on the Loans, and (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations; provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(v2.3(b)(iv) or Section 2.4(e); (C) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents; and (D) Administrative Agent shall direct Borrower NewPageCo to pay (and Borrower NewPageCo hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Sections Section 8.1(f) and (g) to pay) to Administrative Agent such additional amounts of cash as reasonably requested by Issuing Bankcash, to be held as security for BorrowerNewPageCo’s reimbursement Obligations in respect of Letters of Credit then outstanding, equal to the Letter of Credit Usage at such time.

Subordination Provisions. Borrower or any Credit Party shall make any payment in violation of any subordination terms or conditionsBSF, if anyfor itself and its successors, with respect to any Subordinated Indebtedness; THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automaticallyagrees, and (2) upon BSC and each holder of this Note by its acceptance hereof agrees that the occurrence of any other Event of Default, at the request of (or with the consent of) Requisite Lenders, upon notice to Borrower by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each rights of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements holder of any kind, all of which this Note are hereby expressly waived by each Credit Party: subordinated as a claim against BSF or any of its assets, whether such claim be (Ia) in the unpaid ordinary course of business, (b) in the event of any distribution of the assets of BSF upon any voluntary or involuntary dissolution, winding-up, total or partial liquidation or reorganization, or bankruptcy, insolvency, receivership or other statutory or common law proceedings or arrangements involving BSF or other adjustment of BSF's liabilities or any assignment for the benefit of creditors or any marshalling of the assets or liabilities of BSF or (c) otherwise, to the prior claims and rights of the Agents, the L/C Issuing Banks and the Buyers against BSF, including the right to receive payment in full of all Aggregate Unpaids due the Agents, the L/C Issuing Banks and the Buyers (including Yield accruing after the commencement of any proceedings, whether or not allowed or allowable as a claim in such proceedings) prior to the payment of any amounts due to the holder of this Note, and that these Subordination Provisions are for the benefit of the Agents, the L/C Issuing Banks and the Buyers; provided that notwithstanding the foregoing, the principal amount of and accrued interest on this Note may be paid from amounts distributed to BSF from time to time pursuant to Sections 3.7 and 3.8 of the LoansReceivables Purchase Agreement (and, (II) an amount equal prior to the maximum amount that may at any time be drawn under all Letters of Credit Final Payment Date, from only such amounts and only if no Termination Event and no Potential Termination Event has occurred and is then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Creditcontinuing), and (III) all other Obligations; provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(v) or Section 2.4(e); (C) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents; and (D) Administrative Agent shall direct Borrower to pay (and Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Sections 8.1(f) and (g) to pay) to Administrative Agent such additional amounts of cash as reasonably requested by Issuing Bank, to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding.

Subordination Provisions. Borrower The Purchaser covenants and ------------------------ agrees, and the Originator, by its acceptance of this Note, likewise covenants and agrees, that the payment of all Junior Liabilities is hereby expressly subordinated in right of payment to the payment and performance of the Senior Interests to the extent and in the manner set forth in the following clauses of this Section 7: --------- (a) No payment or other distribution of the Purchaser's assets of any kind or character, whether in cash, securities, or other rights or property, shall be made on account of this Note except to the extent such payment or other distribution is (i) permitted under the RPA and (ii) made pursuant to Section 4 or 6 --------- - of this Note; (b) If the Purchaser has taken any action or suffered any event to occur of the type described in subsection (g) of -------------- Exhibit V to the RPA or any Credit Party other Insolvency Proceeding or the --------- Purchase and Sale Termination Date has occurred, then the Senior Interests shall make first be paid and performed in full and in cash before the Originator shall be entitled to receive and to retain any payment or distribution in violation respect of the Junior Liabilities. In order to implement the foregoing: (x) all payments and distributions of any subordination terms kind or conditionscharacter in respect of the Junior Liabilities to which the Originator would be entitled except for this subsection 7.(b) shall be made directly to the Senior Agent ---------------- (for the benefit of the Senior Interest Holders); and (y) the Originator hereby irrevocably agrees that the Senior Agent, if anyin the name of the Originator or otherwise, may demand, xxx for, collect, receive and receipt for any and all such payments or distributions, and file, prove and vote or consent in any such proceeding with respect to any Subordinated Indebtedness; THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (2) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Requisite Lenders, upon notice to Borrower by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each all claims of the following shall immediately become due and payableOriginator relating to the Junior Liabilities, in each case without presentment, demand, protest until the Senior Interests shall have been paid and performed in full and in cash. (c) In the event that the Originator receives any payment or other requirements distribution of any kindkind or character from the Purchaser or from any other source whatsoever, in respect of the Junior Liabilities, other than as expressly permitted by the terms of this Note, such payment or other distribution shall be received in trust for the Senior Interest Holders and shall be turned over by the Originator to the Senior Agent (for the benefit of the Senior Interest Holders) forthwith. All payments and distributions received by the Senior Agent in respect of this Note, to the extent received in or converted into cash, may be applied by the Senior Agent (for the benefit of the Senior Interest Holders) first to the payment of any and all reasonable expenses (including, without limitation, reasonable attorneys' fees and other legal expenses) paid or incurred by the Senior Agent or the Senior Interest Holders in enforcing these Subordination Provisions, or in endeavoring to collect or realize upon the Junior Liabilities, and any balance thereof shall, solely as between the Originator and the Senior Interest Holders, be applied by the Senior Agent toward the payment of which the Senior Interests in a manner determined by the Senior Agent to be in accordance with the Receivables Purchase Agreement; but as between the Purchaser and its creditors, no such payments or distributions of any kind or character shall be deemed to be payments or distributions in respect of the Senior Interests. (d) Upon the final payment in full and in cash of all Senior Interests, the Originator shall be subrogated to the rights of the Senior Interest Holders to receive payments or distributions from the Purchaser that are hereby expressly waived by each Credit Party: applicable to the Senior Interests until the Junior Liabilities are paid in full. (Ie) These Subordination Provisions are intended solely for the unpaid principal amount purpose of and accrued interest defining the relative rights of the Originator, on the Loansone hand, and the Senior Interest Holders, on the other hand. Nothing contained in the Subordination Provisions or elsewhere in this Note is intended to or shall impair, as between the Purchaser, its creditors (other than the Senior Interest Holders) and the Originator, the Purchaser's obligation, which is unconditional and absolute, to pay the Junior Liabilities as and when the same shall become due and payable in accordance with the terms hereof and of the Purchase and Sale Agreement or to affect the relative rights of the Originator and creditors of the Purchaser (other than the Senior Interest Holders). (f) The Originator shall not, until the Senior Interests have been finally paid and performed in full and in cash, (IIi) cancel, waive, forgive, transfer or assign, or commence legal proceedings to enforce or collect, or subordinate to any obligation of the Purchaser, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or now or hereafter existing, or due or to become due, other than the Senior Interests, the Junior Liabilities, or any rights in respect thereof or (ii) convert the Junior Liabilities into an amount equal equity interest in the Purchaser, unless, in the case of each of clauses (i) and (ii) above, the Originator shall have received ----------- ---- the prior written consent of the Senior Agent in each case. (g) The Originator shall not, without the advance written consent of the Senior Agent, commence, or join with any other Person in commencing, any Insolvency Proceedings with respect to the maximum amount that may Purchaser until at least one year and one day shall have passed since the Senior Interests shall have been finally paid and performed in full and in cash. (h) If, at any time time, any payment (in whole or in part) made with respect to any Senior Interest is rescinded or must be drawn under all Letters restored or returned by a Senior Interest Holder (whether in connection with any Event of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit Bankruptcy or otherwise), these Subordination Provisions shall have presented, continue to be effective or shall be entitled at reinstated, as the case may be, as though such payment had not been made. (i) Each of the Senior Interest Holders may, from time to presenttime, at its sole discretion, without notice to the drafts Originator, and without waiving any of its rights under these Subordination Provisions, take any or all of the following actions: (i) retain or obtain an interest in any property to secure any of the Senior Interests; (ii) retain or obtain the primary or secondary obligations of any other documents obligor or certificates required obligors with respect to draw under such Letters any of Creditthe Senior Interests; (iii) extend or renew for one or more periods (whether or not longer than the original period), and (III) all other Obligations; providedalter or exchange any of the Senior Interests, or release or compromise any obligation of any nature with respect to any of the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(v) or Section 2.4(e)Senior Interests; (Civ) Administrative Agent may cause Collateral Agent to enforce amend, supplement, or otherwise modify any and all Liens and security interests created pursuant to Collateral DocumentsTransaction Document; and (Dv) Administrative release its security interest in, or surrender, release or permit any substitution or exchange for all or any part of any rights or property securing any of the Senior Interests, or extend or renew for one or more periods (whether or not longer than the original period), or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such rights or property. (j) The Originator hereby waives: (i) notice of acceptance of these Subordination Provisions by any of the Senior Interest Holders; (ii) notice of the existence, creation, non-payment or non-performance of all or any of the Senior Interests; and (iii) all diligence in enforcement, collection or protection of, or realization upon the Senior Interests, or any thereof, or any security therefor. (k) These Subordination Provisions constitute a continuing offer from the Purchaser to all Persons who become the holders of, or who continue to hold, Senior Interests; and these Subordination Provisions are made for the benefit of the Senior Interest Holders, and the Senior Agent shall direct Borrower may proceed to pay (and Borrower hereby agrees upon receipt enforce such provisions on behalf of each of such notice, or upon the occurrence of any Event of Default specified in Sections 8.1(f) and (g) to pay) to Administrative Agent such additional amounts of cash as reasonably requested by Issuing Bank, to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit then outstandingPersons.

Subordination Provisions. The Borrower or any Credit Party shall make any payment in violation of any subordination terms or conditions, if any, with respect to any Subordinated IndebtednessJunior Financing; THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(fSections 8.01(f) or 8.1(g8.01(g), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of) the Requisite Lenders, upon notice to the Borrower by the Administrative Agent, (A) the Revolving Commitments, Tranche A Term Loan Commitments and Tranche B Term Loan Commitments, if any, of each Lender having such Revolving Commitments, Tranche A Term Loan Commitments and Tranche B Term Loan Commitments, respectively, and the obligation of the Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (ICi) the unpaid principal amount of and accrued interest and premium on the Loans, (IIDii) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), ) and (IIIEiii) all other Obligations; provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(v2.03(b)(v) or Section 2.4(e2.04(e); (C) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents; and (D) the Administrative Agent shall direct the Borrower to pay (and the Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Sections 8.1(f8.01(f) and (gor 8.01(g) to pay) to the Administrative Agent such additional amounts of cash as reasonably requested by the Issuing Bank, to be held as security for Borrower’s reimbursement Obligations in respect of Cash Collateralize Letters of Credit then outstanding.

Subordination Provisions. Borrower Company shall fail to comply with the subordination provisions contained in the Unsecured Subordinated Note Indenture or any Credit Party the subordination provisions contained in the Unsecured Subordinated Note Indenture shall make any payment in violation of any subordination terms or conditions, if any, with respect to any Subordinated Indebtedness; THEN, be declared null and void. THEN (1i) upon the occurrence of any Event of Default described in Section 8.1(f) subsection 8.6 or 8.1(g)8.7, automatically, and (2) upon the occurrence of any other Event of Default, at the request each of (or with the consent of) Requisite Lenders, upon notice to Borrower by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (Ia) the unpaid principal amount of and accrued interest on the Loans, (IIb) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters Letter of Credit), and (IIIc) all other Obligations; providedObligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of Issuing Lender to issue any Letter of Credit shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company, declare all or any portion of the amounts described in clauses (a) through (c) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, the obligation of Issuing Lender to issue any Letter of Credit shall thereupon terminate; provided that the -------- foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(vsubsection 3.3C(i) or Section 2.4(ethe obligations of Lenders to purchase participations in any unpaid Swing Line Loans as provided in subsection 2.1A(v); . Any amounts described in clause (Cb) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents; and (D) above, when received by Administrative Agent shall direct Borrower be delivered to Administrative Agent and shall be held by Administrative Agent pursuant to the terms of the Collateral Account Agreement and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to such paragraph Company shall pay (all arrears of interest and Borrower hereby agrees upon receipt all payments on account of principal which shall have become due otherwise than as a result of such noticeacceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or upon the occurrence of waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Company, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default specified in Sections 8.1(f) or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and (g) are not intended to pay) benefit Company and do not grant Company the right to Administrative Agent such additional amounts require Lenders to rescind or annul any acceleration hereunder or preclude Lenders from exercising any of cash as reasonably requested by Issuing Banktheir rights and remedies under the Loan Documents, to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit then outstandingeven if the conditions set forth herein are met.

Subordination Provisions. The Borrower or any Credit Party shall make any payment in violation of any subordination terms or conditions, if any, with respect to any Subordinated Indebtedness; THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of) the Requisite Lenders, upon notice to the Borrower by the Administrative Agent, (A) the Revolving Commitments, Tranche A Term Loan Commitments and Tranche B Term Loan Commitments, if any, of each Lender having such Revolving Commitments, Tranche A Term Loan Commitments and Tranche B Term Loan Commitments, respectively, and the obligation of the Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations; provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(v) or Section 2.4(e); (C) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents; and (D) the Administrative Agent shall direct the Borrower to pay (and the Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Sections 8.1(f) and (g8.1(g) to pay) to the Administrative Agent such additional amounts of cash as reasonably requested by the Issuing Bank, to be held as security for the Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding. Any Event of Default under clause (d) of Section 8.1 deriving from a representation relating to the business or operations of Third Wave or its Subsidiaries (whether such representation is made alone or is made as part of a representation concerning the Borrower and its Subsidiaries, taken as a whole) made in connection with the funding of Revolving Loans on the Restatement Date or during the Availability Period the proceeds of which are used for purposes other than Third Wave Consideration and Related Expenditures shall not affect the availability of Revolving Loans or Term Loans that otherwise would be available to fund Third Wave Consideration and Related Expenditures during the Availability Period and the Restatement Date.

Subordination Provisions. Borrower The subordination provisions relating to any Permitted Subordinated Indebtedness (the "SUBORDINATION PROVISIONS") shall fail in any material respect to be enforceable by the Lenders (which have not effectively waived the benefits thereof) in accordance with the terms thereof, or any Credit Party Obligation shall make any payment fail to constitute Senior Debt (as defined in violation of any subordination terms or conditions, if any, with respect to any the Permitted Subordinated Indebtedness); THENor any Obligor shall, directly or indirectly, disavow or contest in any manner any of the Subordination Provisions. THEN (1i) upon the occurrence of any Event of Default described in Section 8.1(f) the foregoing Sections 7.6 or 8.1(g)7.7, automatically, the Senior Loan Commitments shall be automatically and (2) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Requisite Lenders, upon notice to Borrower by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments permanently terminated and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each all of the following unpaid principal amount of and accrued interest on the Senior Loan and all other outstanding Obligations shall automatically become immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: the Obligors, and (Iii) upon the occurrence and during the continuance of any other Event of Default, the Required Lenders may, by notice to the Borrower declare all of the unpaid principal amount of and accrued interest on the LoansSenior Loan and all other outstanding Obligations to be, (II) an amount equal to and the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit same shall have presentedforthwith become, or shall be entitled at such time to presentdue and payable without presentment, the drafts demand, protest or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations; provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(v) or Section 2.4(e); (C) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents; and (D) Administrative Agent shall direct Borrower to pay (and Borrower hereby agrees upon receipt of such notice, or upon the occurrence formalities of any kind, all of which are hereby expressly waived by the Company, reduce any claim to judgment, take any other action permitted by law and/or take any action permitted to be taken by the Security Documents during the existence of an Event of Default specified in Sections 8.1(f) and (g) to pay) to Administrative Agent such additional amounts of cash as reasonably requested by Issuing Bank, to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit then outstandingDefault.

Subordination Provisions. The Company covenants and agrees, and ACE and any other holder of this Term Note (collectively, ACE and any such other holder are called the "Holder"), by its acceptance of this Term Note, likewise covenants and agrees on behalf of itself and any holder of this Term Note, that the payment of the principal amount of this Term Note is hereby expressly subordinated in right of payment to the payment and performance of the Senior Interests to the extent and in the manner set forth in the following clauses of this paragraph 9: (a) No payment or other distribution of the Company's assets of any kind or character, whether in cash, securities, or other rights or property, shall be made on account of this Term Note except (i) to the extent such payment or other distribution is made pursuant to clause (a) of paragraph 6 of this Term Note, (ii) at any time during a Usage Period, the Company is permitted to pay and the Holder is permitted to receive principal payments in respect of this Term Note from funds received by Borrower in accordance with the priority of payments set forth in Section 3.03 of the Loan and Servicing Agreement, provided that, after giving effect to such payments, the outstanding principal balance on this Term Note will be not less than one percent (1%) of the outstanding Net Balance, and (iii) immediately following the end of a Usage Period, the Company is permitted to pay and the Holder is permitted to receive payments necessary to pay this Term Note in full from funds received by Borrower in accordance with the priority of payments set forth in Section 3.03 of the Loan and Servicing Agreement, provided that, the outstanding Loans have been paid in full.; (b) In the event of any dissolution, winding up, liquidation, readjustment, reorganization or other similar event relating to the Company, whether voluntary or involuntary, partial or complete, and whether in bankruptcy, insolvency or receivership proceedings, or upon an assignment for the benefit of creditors, or any Credit Party other marshalling of the assets and liabilities of the Company or any sale of all or substantially all of the assets of the Company (such proceedings being herein collectively called "Bankruptcy Proceedings"), the Senior Interests shall make first be paid and performed in full and in cash before ACE shall be entitled to receive and to retain any payment or distribution in violation respect of this Term Note. In order to implement the foregoing: (i) all payments and distributions of any subordination terms kind or conditionscharacter in respect of this Term Note to which Holder would be entitled except for this clause (b) shall be made directly to the Collateral Agent (for the benefit of the Senior Interest Holders); (ii) Holder shall promptly file a claim or claims, if anyin the form required in any Bankruptcy Proceedings, for the full outstanding amount of this Term Note, and shall use commercially reasonable efforts to cause said claim or claims to be approved and all payments and other distributions in respect thereof to be made directly to the Collateral Agent (for the benefit of the Senior Interest Holders) until the Senior Interests shall have been paid and performed in full and in cash; and (iii) Holder hereby irrevocably agrees that the Collateral Agent, in the name of Holder or otherwise, may demand, sue for, collect, receive and receipt for any and all such pxxxents or distributions, and file, prove and vote or consent in any such Bankruptcy Proceedings with respect to any Subordinated Indebtedness; THEN, (1) upon the occurrence and all claims of any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (2) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Requisite Lenders, upon notice Holder relating to Borrower by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payablethis Term Note, in each case without presentment, demand, protest until the Senior Interests shall have been paid and performed in full and in cash; (c) In the event that Holder receives any payment or other requirements distribution of any kindkind or character from the Company or from any other source whatsoever, in respect of this Term Note, other than as expressly permitted by the terms of this Term Note, such payment or other distribution shall be received in trust for the Senior Interest Holders and shall be turned over by Holder to the Collateral Agent (for the benefit of the Senior Interest Holders) forthwith. Holder will mark its books and records so as clearly to indicate that thxx Xerm Note is subordinated in accordance with the terms hereof. All payments and distributions received by the Collateral Agent in respect of this Term Note, to the extent received in or converted into cash, may be applied by the Collateral Agent (for the benefit of the Senior Interest Holders) first to the payment of any and all expenses (including reasonable attorneys' fees and legal expenses) paid or incurred by the Senior Interest Holders in enforcing these Subordination Provisions, or in endeavoring to collect or realize upon this Term Note, and any balance thereof shall, solely as between ACE and the Senior Interest Holders, be applied by the Collateral Agent (in the order of which application set forth in Section 3.03 of the Loan and Servicing Agreement) toward the payment of the Senior Interests; but as between the Company and its creditors, no such payments or distributions of any kind or character shall be deemed to be payments or distributions in respect of the Senior Interests; (d) Notwithstanding any payments or distributions received by the Senior Interest Holders in respect of this Term Note, while any Bankruptcy Proceedings are hereby expressly waived pending Holder shall not be subrogated to the then existing rights of the Senior Interest Holders in respect of the Senior Interests until the Senior Interests have been paid and performed in full and in cash. If no Bankruptcy Proceedings are pending, Holder shall only be entitled to exercise any subrogation rights that it may acquire by each Credit Party: reason of a payment or distribution to the Senior Interest Holders in respect of this Term Note; (Ie) These Subordination Provisions are intended solely for the unpaid principal amount purpose of and accrued interest defining the relative rights of Holder, on the Loansone hand, and the Senior Interest Holders on the other hand. Nothing contained in these Subordination Provisions or elsewhere in this Term Note is intended to or shall impair, as between the Company, its creditors (other than the Senior Interest Holders) and Holder, the Company's obligation, which is unconditional and absolute, to pay Holder the principal of this Term Note as and when the same shall become due and payable in accordance with the terms hereof or to affect the relative rights of Holder and creditors of the Company (other than the Senior Interest Holders); (f) Holder shall not, until the Senior Interests have been paid and performed in full and in cash, (IIi) cancel, waive, forgive, or commence legal proceedings to enforce or collect, or subordinate to any obligation of the Company, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or now or hereafter existing, or due or to become due, other than the Senior Interests, this Term Note or any rights in respect hereof, (ii) assign or transfer this Term Note or (iii) convert this Term Note into an amount equal equity interest in the Company, unless Holder shall have received the prior written consent of the Administrative Agent and the Lender in each case; (g) Holder shall not, without the advance written consent of the Administrative Agent, the Collateral Agent and the Lender, commence, or join with any other Person in commencing, any Bankruptcy Proceedings with respect to the maximum amount that may Company until at least one year and one day shall have passed since the Senior Interests shall have been paid and performed in full and in cash; (h) If, at any time time, any payment (in whole or in part) of any Senior Interest is rescinded or must be drawn under all Letters of Credit then outstanding restored or returned by a Senior Interest Holder (regardless of whether any beneficiary under any such Letter of Credit in connection with Bankruptcy Proceedings or otherwise), these Subordination Provisions shall have presented, continue to be effective or shall be entitled at reinstated, as the case may be, as though such payment had not been made; (i) Each of the Senior Interest Holders may, from time to presenttime, at its sole discretion, without notice to Holder, and without waiving any of its rights under these Subordination Provisions, take any or all of the following actions: (i) retain or obtain an interest in any property to secure any of the Senior Interests; (ii) retain or obtain the primary or secondary obligations of any other obligor or obligors with respect to any of the Senior Interests; (iii) extend or renew for one or more periods (whether or not longer than the original period), alter or exchange any of the Senior Interests, or release or compromise any obligation of any nature with respect to any of the Senior Interests; (iv) amend, supplement, amend and restate, or otherwise modify any Transaction Document; and (v) release its security interest in, or surrender, release or permit any substitution or exchange for all or any part of any rights or property securing any of the Senior Interests, or extend or renew for one or more periods (whether or not longer than the original period), or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such rights or property; (j) Holder hereby waives: (i) notice of acceptance of these Subordination Provisions by any of the Senior Interest Holders; (ii) notice of the existence, creation, non-payment or non-performance of all or any of the Senior Interests; and (iii) all diligence in enforcement, collection or protection of, or realization upon, the drafts Senior Interests, or other documents any thereof, or certificates required any security therefor; (k) Each of the Senior Interest Holders may, from time to draw under time, on the terms and subject to the conditions set forth in the Transaction Documents to which such Letters Persons are party, but without notice to Holder, assign or transfer any or all of Credit)the Senior Interests, or any interest therein; and, notwithstanding any such assignment or transfer or any subsequent assignment or transfer thereof, such Senior Interests shall be and remain Senior Interests for the purposes of these Subordination Provisions, and every immediate and successive assignee or transferee of any of the Senior Interests or of any interest of such assignee or transferee in the Senior Interests shall be entitled to the benefits of these Subordination Provisions to the same extent as if such assignee or transferee were the assignor or transferor; and (IIIl) These Subordination Provisions constitute a continuing offer from the holder of this Term Note to all other ObligationsPersons who become the holders of, or who continue to hold, Senior Interests; providedand these Subordination Provisions are made for the benefit of the Senior Interest Holders, and the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(v) or Section 2.4(e); (C) Administrative Agent may cause Collateral Agent proceed to enforce any and all Liens and security interests created pursuant to Collateral Documents; and (D) Administrative Agent shall direct Borrower to pay (and Borrower hereby agrees upon receipt such provisions on behalf of each of such notice, or upon the occurrence of any Event of Default specified in Sections 8.1(f) and (g) to pay) to Administrative Agent such additional amounts of cash as reasonably requested by Issuing Bank, to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit then outstandingPersons.

Subordination Provisions. Borrower Company shall fail to comply with the subordination provisions contained in the Unsecured Subordinated Note Indenture or any Credit Party the subordination provisions contained in the Unsecured Subordinated Note Indenture shall make any payment in violation of any subordination terms or conditions, if any, with respect to any Subordinated Indebtednessbe declared null and void; THEN, THEN (1i) upon the occurrence of any Event of Default described in Section 8.1(f) subsection 8.6 or 8.1(g)8.7, automatically, and (2) upon the occurrence of any other Event of Default, at the request each of (or with the consent of) Requisite Lenders, upon notice to Borrower by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (Ia) the unpaid principal amount of and accrued interest on the Loans, (IIb) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters Letter of Credit), and (IIIc) all other Obligations; providedObligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of Issuing Lender to issue any Letter of Credit shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company, declare all or any portion of the amounts described in clauses (a) through (c) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, the obligation of Issuing Lender to issue any Letter of Credit shall thereupon terminate; provided that the -------- foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(vsubsection 3.3C(i) or Section 2.4(ethe obligations of Lenders to purchase participations in any unpaid Swing Line Loans as provided in subsection 2.1A(iv); . Any amounts described in clause (Cb) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents; and (D) above, when received by Administrative Agent shall direct Borrower be delivered to Administrative Agent and shall be held by Administrative Agent pursuant to the terms of the Collateral Account Agreement and shall be applied as therein provided. 109 Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to such paragraph Company shall pay (all arrears of interest and Borrower hereby agrees upon receipt all payments on account of principal which shall have become due otherwise than as a result of such noticeacceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or upon the occurrence of waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Company, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default specified in Sections 8.1(f) or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and (g) are not intended to pay) benefit Company and do not grant Company the right to Administrative Agent such additional amounts require Lenders to rescind or annul any acceleration hereunder or preclude Lenders from exercising any of cash as reasonably requested by Issuing Banktheir rights and remedies under the Loan Documents, to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit then outstandingeven if the conditions set forth herein are met.