Common use of Subordination Provisions Clause in Contracts

Subordination Provisions. Subject to Section 14(j) below, in the event of the commencement of any Insolvency or Liquidation Proceeding, then (i) all Obligations (as defined in the Loan Agreement) shall be paid in full in cash, and Lenders shall have no further obligation to fund under the Loan Agreement, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, unless the Required Lenders shall have waived in writing the benefits of this section and (ii) all Obligations (as defined in the Note Purchase Agreement) shall be paid in full in cash, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, unless the Required Note-Holders (as defined in the Note Purchase Agreement) shall have waived in writing the benefits of this section. Subject to Section 14(j) below, in addition, if (i) any Obligations (as defined in the Loan Agreement) shall remain outstanding or Lenders shall have a further obligation to fund under the Loan Agreement, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, the Required Lenders shall have consented to any such Distribution or payment and (ii) any Obligations (as defined in the Note Purchase Agreement) shall remain outstanding, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, the Required Note-Holders (as defined in the Note Purchase Agreement) shall have consented to any such Distribution or payment. Subject to Section 14(j) below, any such Distribution which would, but for the provisions hereof, be payable or deliverable in respect of the Subordinated Indebtedness, shall be paid or delivered directly to Agent and Administrative Agent, respectively, for the benefit of the Lenders and the Purchasers pro rata in the proportions in which the Lenders and the Purchasers hold the Senior Indebtedness, until amounts owing upon Senior Indebtedness shall have been paid in full in cash and Lenders shall have no further obligation to make advances under the Loan Agreement.

Subordination Provisions. Subject to Section 14(j) below, in the event The Obligations of the commencement ------------------------ Borrower and of Holdings shall cease to constitute senior indebtedness under the subordination provisions of the Stock Repurchase Notes or the Subordinated Note Indenture or such subordination provisions shall be invalidated or otherwise cease to be legal, valid and binding obligations of the parties thereto, enforceable in accordance with their terms; then, and in any Insolvency such event, and at any time thereafter, if any Event of Default shall then be continuing, the Agent shall, upon the written request of the Required Lenders, by written notice to the Borrower, take any or Liquidation Proceedingall of the following actions, then without prejudice to the rights of the Agent or any Lender to enforce its claims against the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default -------- specified in Section 9.5 shall occur with respect to the Borrower, the result which would occur upon the giving of written notice by the Agent as specified in clauses (i) all Obligations (as defined in the Loan Agreement) shall be paid in full in cash, and Lenders shall have no further obligation to fund under the Loan Agreement, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, unless the Required Lenders shall have waived in writing the benefits of this section and (ii) all Obligations (as defined in below shall occur automatically without the Note Purchase Agreement) shall be paid in full in cash, prior to (x) any Distribution being made on account giving of any Subordinated Indebtedness and (y) Company making any payments under this Note, unless the Required Note-Holders (as defined in the Note Purchase Agreement) shall have waived in writing the benefits of this section. Subject to Section 14(j) below, in addition, if such notice): (i) declare the Total Commitment terminated, whereupon the Commitment of each Lender shall forthwith terminate immediately and any Obligations (as defined in the Loan Agreement) Commitment Fee shall remain outstanding or Lenders shall have a further obligation to fund under the Loan Agreement, prior to (x) forthwith become due and payable without any Distribution being made on account other notice of any Subordinated Indebtedness and (y) Company making any payments under this Note, the Required Lenders shall have consented to any such Distribution or payment and kind; (ii) declare the principal of and any Obligations accrued interest in respect of all Loans and all obligations owing hereunder (as defined in including Unpaid Drawings) and thereunder to be, whereupon the Note Purchase Agreement) same shall remain outstandingbecome, prior to (x) any Distribution being made on account forthwith due and payable without presentment, demand, protest or other notice of any Subordinated Indebtedness kind, all of which are hereby waived by Holdings and the Borrower; (iii) enforce, as Collateral Agent (or direct the Collateral Agent to enforce), any or all of the Liens and security interests created pursuant to the Security Documents; (iv) terminate any Letter of Credit which may be terminated in accordance with its terms; and (yv) Company making direct the Borrower to pay (and the Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any payments under this Note, the Required Note-Holders (as defined Event of Default specified in the Note Purchase Agreement) shall have consented to any such Distribution or payment. Subject to Section 14(j) below, any such Distribution which would, but for the provisions hereof, be payable or deliverable 9.5 in respect of the Subordinated IndebtednessBorrower, shall it will pay) to the Collateral Agent at the Payment Office such additional amounts of cash, to be paid or delivered directly to Agent and Administrative Agent, respectively, held as security for the benefit Borrower's reimbursement obligations in respect of Letters of Credit then outstanding equal to the Lenders aggregate Stated Amount of all Letters of Credit then outstanding. Except as expressly provided in this Section and the Purchasers pro rata in the proportions in which Security Documents, presentment, demand, protest and all other notices of any kind are hereby expressly waived with respect to the Lenders and the Purchasers hold the Senior Indebtedness, until amounts owing exercise of remedies upon Senior Indebtedness shall have been paid in full in cash and Lenders shall have no further obligation to make advances under the Loan Agreementan Event of Default.

Subordination Provisions. Subject to Section 14(j) below, The Borrower or any Credit Party shall make any payment in the event of the commencement violation of any Insolvency subordination terms or Liquidation Proceedingconditions, then if any, with respect to any Junior Financing; THEN, (i1) all Obligations (as defined upon the occurrence of any Event of Default described in the Loan AgreementSections 8.01(f) shall be paid in full in cashor 8.01(g), automatically, and Lenders shall have no further obligation to fund under (2) upon the Loan Agreement, prior to (x) any Distribution being made on account occurrence and during the continuance of any Subordinated Indebtedness and other Event of Default, at the request of (yor with the consent of) Company making any payments under this Notethe Requisite Lenders, unless upon notice to the Required Lenders shall have waived in writing Borrower by the benefits of this section and (ii) all Obligations (as defined in the Note Purchase Agreement) shall be paid in full in cash, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, unless the Required Note-Holders (as defined in the Note Purchase Agreement) shall have waived in writing the benefits of this section. Subject to Section 14(j) below, in addition, if (i) any Obligations (as defined in the Loan Agreement) shall remain outstanding or Lenders shall have a further obligation to fund under the Loan Agreement, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, the Required Lenders shall have consented to any such Distribution or payment and (ii) any Obligations (as defined in the Note Purchase Agreement) shall remain outstanding, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, the Required Note-Holders (as defined in the Note Purchase Agreement) shall have consented to any such Distribution or payment. Subject to Section 14(j) below, any such Distribution which would, but for the provisions hereof, be payable or deliverable in respect of the Subordinated Indebtedness, shall be paid or delivered directly to Agent and 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, for and the benefit 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: (1) the unpaid principal amount of and accrued interest and premium on the Loans, (2) 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 (3) all other Obligations; provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(v) or Section 2.04(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 Purchasers pro rata Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Sections 8.01(f) or 8.01(g) to pay) to the proportions in which Administrative Agent such additional amounts of cash as reasonably requested by the Lenders and the Purchasers hold the Senior IndebtednessIssuing Bank, until amounts owing upon Senior Indebtedness shall have been paid in full in cash and Lenders shall have no further obligation to make advances under the Loan AgreementCash Collateralize Letters of Credit then outstanding.

Subordination Provisions. Subject 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 14(j8.1(f) belowor 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 the event of the commencement each case without presentment, demand, protest or other requirements of any Insolvency 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 Liquidation Proceedingshall be entitled at such time to present, then the drafts or other documents or certificates required to draw under such Letters of Credit), and (iIII) all Obligations 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); (as defined in 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 Loan Agreement) shall be paid in full in cash, and Lenders shall have no further obligation to fund under the Loan Agreement, prior to (x) any Distribution being made on account occurrence of any Subordinated Indebtedness Event of Default specified in Sections 8.1(f) and (yg) Company making any payments under this Noteto pay) to Administrative Agent such additional amounts of cash as reasonably requested by Issuing Bank, unless the Required Lenders shall have waived in writing the benefits of this section and (ii) all to be held as security for Borrower’s reimbursement Obligations (as defined in the Note Purchase Agreement) shall be paid in full in cash, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, unless the Required Note-Holders (as defined in the Note Purchase Agreement) shall have waived in writing the benefits of this section. Subject to Section 14(j) below, in addition, if (i) any Obligations (as defined in the Loan Agreement) shall remain outstanding or Lenders shall have a further obligation to fund under the Loan Agreement, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, the Required Lenders shall have consented to any such Distribution or payment and (ii) any Obligations (as defined in the Note Purchase Agreement) shall remain outstanding, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, the Required Note-Holders (as defined in the Note Purchase Agreement) shall have consented to any such Distribution or payment. Subject to Section 14(j) below, any such Distribution which would, but for the provisions hereof, be payable or deliverable in respect of the Subordinated Indebtedness, shall be paid or delivered directly to Agent and Administrative Agent, respectively, for the benefit Letters of the Lenders and the Purchasers pro rata in the proportions in which the Lenders and the Purchasers hold the Senior Indebtedness, until amounts owing upon Senior Indebtedness shall have been paid in full in cash and Lenders shall have no further obligation to make advances under the Loan AgreementCredit then outstanding.

Subordination Provisions. Subject 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; THEN, (1) upon the occurrence of any Event of Default described in Section 14(j8.1(f) belowor 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 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 the event of the commencement each case without presentment, demand, protest or other requirements of any Insolvency or Liquidation Proceedingkind, then all of which are hereby expressly waived by each Credit Party: (iI) the unpaid principal amount of and accrued interest on the Loans, and (II) all Obligations other Obligations; provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(iv) or Section 2.4(e); (as defined 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 NewPageCo to pay (and NewPageCo hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in the Loan AgreementSection 8.1(f) shall be paid in full in and (g) to pay) to Administrative Agent such additional amounts of cash, and Lenders shall have no further obligation to fund under the Loan Agreement, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, unless the Required Lenders shall have waived in writing the benefits of this section and (ii) all be held as security for NewPageCo’s reimbursement Obligations (as defined in the Note Purchase Agreement) shall be paid in full in cash, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, unless the Required Note-Holders (as defined in the Note Purchase Agreement) shall have waived in writing the benefits of this section. Subject to Section 14(j) below, in addition, if (i) any Obligations (as defined in the Loan Agreement) shall remain outstanding or Lenders shall have a further obligation to fund under the Loan Agreement, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, the Required Lenders shall have consented to any such Distribution or payment and (ii) any Obligations (as defined in the Note Purchase Agreement) shall remain outstanding, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, the Required Note-Holders (as defined in the Note Purchase Agreement) shall have consented to any such Distribution or payment. Subject to Section 14(j) below, any such Distribution which would, but for the provisions hereof, be payable or deliverable in respect of Letters of Credit then outstanding, equal to the Subordinated Indebtedness, shall be paid or delivered directly to Agent and Administrative Agent, respectively, for the benefit Letter of the Lenders and the Purchasers pro rata in the proportions in which the Lenders and the Purchasers hold the Senior Indebtedness, until amounts owing upon Senior Indebtedness shall have been paid in full in cash and Lenders shall have no further obligation to make advances under the Loan AgreementCredit Usage at such time.

Subordination Provisions. Subject Company shall fail to Section 14(j) below, comply with the subordination provisions contained in the event of Unsecured Subordinated Note Indenture or the commencement of any Insolvency or Liquidation Proceeding, then subordination provisions contained in the Unsecured Subordinated Note Indenture shall be declared null and void. THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Obligations Letters of Credit then outstanding (as defined in the Loan Agreement) whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be paid in full in cashentitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit), and Lenders (c) all other Obligations shall have no further obligation to fund under the Loan Agreementautomatically become immediately due and payable, prior to (x) any Distribution being made on account without presentment, demand, protest or other requirements of any Subordinated Indebtedness kind, all of which are hereby expressly waived by Company, and (y) Company making the obligation of each Lender to make any payments under this NoteLoan, unless the Required Lenders obligation of Issuing Lender to issue any Letter of Credit shall have waived in writing the benefits of this section 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 Obligations 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 subsection 3.3C(i) or the obligations of Lenders to purchase participations in any unpaid Swing Line Loans as defined provided in subsection 2.1A(v). Any amounts described in clause (b) above, when received by Administrative Agent shall 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 Note Purchase 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 all payments on account of principal which shall have become due otherwise than as a result of such acceleration (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 paid in full in cashremedied or waived pursuant to subsection 10.6, prior then Requisite Lenders, by written notice to (x) Company, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any Distribution being made on account subsequent Event of Default or Potential Event of Default or impair any Subordinated Indebtedness and (y) Company making any payments under this Note, unless the Required Note-Holders (as defined in the Note Purchase Agreement) shall have waived in writing the benefits right consequent thereon. The provisions of this section. Subject paragraph are intended merely to Section 14(j) below, in addition, if (i) bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended to benefit Company and do not grant Company the right to require Lenders to rescind or annul any Obligations (as defined in the Loan Agreement) shall remain outstanding acceleration hereunder or preclude Lenders shall have a further obligation to fund from exercising any of their rights and remedies under the Loan AgreementDocuments, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, even if the Required Lenders shall have consented to any such Distribution or payment and (ii) any Obligations (as defined in the Note Purchase Agreement) shall remain outstanding, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, the Required Note-Holders (as defined in the Note Purchase Agreement) shall have consented to any such Distribution or payment. Subject to Section 14(j) below, any such Distribution which would, but for the provisions hereof, be payable or deliverable in respect of the Subordinated Indebtedness, shall be paid or delivered directly to Agent and Administrative Agent, respectively, for the benefit of the Lenders and the Purchasers pro rata in the proportions in which the Lenders and the Purchasers hold the Senior Indebtedness, until amounts owing upon Senior Indebtedness shall have been paid in full in cash and Lenders shall have no further obligation to make advances under the Loan Agreementconditions set forth herein are met.

Subordination Provisions. Subject Company shall fail to Section 14(j) below, comply with the subordination provisions contained in the event of Unsecured Subordinated Note Indenture or the commencement of any Insolvency or Liquidation Proceeding, then subordination provisions contained in the Unsecured Subordinated Note Indenture shall be declared null and void; THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Obligations Letters of Credit then outstanding (as defined in the Loan Agreement) whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be paid in full in cashentitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit), and Lenders (c) all other Obligations shall have no further obligation to fund under the Loan Agreementautomatically become immediately due and payable, prior to (x) any Distribution being made on account without presentment, demand, protest or other requirements of any Subordinated Indebtedness kind, all of which are hereby expressly waived by Company, and (y) Company making the obligation of each Lender to make any payments under this NoteLoan, unless the Required Lenders obligation of Issuing Lender to issue any Letter of Credit shall have waived in writing the benefits of this section 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 Obligations 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 subsection 3.3C(i) or the obligations of Lenders to purchase participations in any unpaid Swing Line Loans as defined provided in subsection 2.1A(iv). Any amounts described in clause (b) above, when received by Administrative Agent shall 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 Note Purchase 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 all payments on account of principal which shall have become due otherwise than as a result of such acceleration (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 paid in full in cashremedied or waived pursuant to subsection 10.6, prior then Requisite Lenders, by written notice to (x) Company, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any Distribution being made on account subsequent Event of Default or Potential Event of Default or impair any Subordinated Indebtedness and (y) Company making any payments under this Note, unless the Required Note-Holders (as defined in the Note Purchase Agreement) shall have waived in writing the benefits right consequent thereon. The provisions of this section. Subject paragraph are intended merely to Section 14(j) below, in addition, if (i) bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended to benefit Company and do not grant Company the right to require Lenders to rescind or annul any Obligations (as defined in the Loan Agreement) shall remain outstanding acceleration hereunder or preclude Lenders shall have a further obligation to fund from exercising any of their rights and remedies under the Loan AgreementDocuments, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, even if the Required Lenders shall have consented to any such Distribution or payment and (ii) any Obligations (as defined in the Note Purchase Agreement) shall remain outstanding, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, the Required Note-Holders (as defined in the Note Purchase Agreement) shall have consented to any such Distribution or payment. Subject to Section 14(j) below, any such Distribution which would, but for the provisions hereof, be payable or deliverable in respect of the Subordinated Indebtedness, shall be paid or delivered directly to Agent and Administrative Agent, respectively, for the benefit of the Lenders and the Purchasers pro rata in the proportions in which the Lenders and the Purchasers hold the Senior Indebtedness, until amounts owing upon Senior Indebtedness shall have been paid in full in cash and Lenders shall have no further obligation to make advances under the Loan Agreementconditions set forth herein are met.

Subordination Provisions. Subject 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; THEN, (1) upon the occurrence of any Event of Default described in Section 14(j8.1(f) belowor 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 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 the event of the commencement each case without presentment, demand, protest or other requirements of any Insolvency or Liquidation Proceedingkind, then all of which are hereby expressly waived by each Credit Party: (iI) the unpaid principal amount of and accrued interest on the Loans, and (II) all Obligations other Obligations; provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(iv) or Section 2.4(e); (as defined 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 NewPageCo to pay (and NewPageCo hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in the Loan AgreementSection 8.1(f) shall be paid in full in and (g) to pay) to Administrative Agent such additional amounts of cash, and Lenders shall have no further obligation to fund under the Loan Agreement, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, unless the Required Lenders shall have waived in writing the benefits of this section and (ii) all be held as security for NewPageCo’s reimbursement Obligations (as defined in the Note Purchase Agreement) shall be paid in full in cash, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, unless the Required Note-Holders (as defined in the Note Purchase Agreement) shall have waived in writing the benefits of this section. Subject to Section 14(j) below, in addition, if (i) any Obligations (as defined in the Loan Agreement) shall remain outstanding or Lenders shall have a further obligation to fund under the Loan Agreement, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, the Required Lenders shall have consented to any such Distribution or payment and (ii) any Obligations (as defined in the Note Purchase Agreement) shall remain outstanding, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, the Required Note-Holders (as defined in the Note Purchase Agreement) shall have consented to any such Distribution or payment. Subject to Section 14(j) below, any such Distribution which would, but for the provisions hereof, be payable or deliverable in respect of Letters of Credit then outstanding, equal to the Subordinated Indebtedness, shall be paid or delivered directly to Agent and Administrative Agent, respectively, for the benefit Letter of the Lenders and the Purchasers pro rata in the proportions in which the Lenders and the Purchasers hold the Senior Indebtedness, until amounts owing upon Senior Indebtedness shall have been paid in full in cash and Lenders shall have no further obligation to make advances under the Loan AgreementCredit Usage at such time.

Subordination Provisions. Subject The subordination provisions relating to Section 14(jany Permitted Subordinated Indebtedness (the "SUBORDINATION PROVISIONS") belowshall 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, in the event of the commencement of or any Insolvency or Liquidation Proceeding, then (i) all Obligations Obligation shall fail to constitute Senior Debt (as defined in the Permitted Subordinated Indebtedness); or any Obligor shall, directly or indirectly, disavow or contest in any manner any of the Subordination Provisions. THEN (i) upon the occurrence of any Event of Default described in the foregoing Sections 7.6 or 7.7, the Senior Loan Agreement) Commitments shall be paid in full in cashautomatically and permanently terminated and all of the unpaid principal amount of and accrued interest on the Senior Loan and all other outstanding Obligations shall automatically become immediately due and payable, and Lenders shall have no further obligation to fund under the Loan Agreementwithout presentment, prior to (x) any Distribution being made on account demand, protest or other requirements of any Subordinated Indebtedness and (y) Company making any payments under this Notekind, unless all of which are hereby expressly waived by the Required Lenders shall have waived in writing the benefits of this section Obligors, and (ii) all Obligations (as defined in upon the Note Purchase Agreement) shall be paid in full in cash, prior to (x) any Distribution being made on account occurrence and during the continuance of any Subordinated Indebtedness and (y) Company making any payments under this Note, unless the Required Note-Holders (as defined in the Note Purchase Agreement) shall have waived in writing the benefits other Event of this section. Subject to Section 14(j) below, in addition, if (i) any Obligations (as defined in the Loan Agreement) shall remain outstanding or Lenders shall have a further obligation to fund under the Loan Agreement, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this NoteDefault, the Required Lenders may, by notice to the Borrower declare all of the unpaid principal amount of and accrued interest on the Senior Loan and all other outstanding Obligations to be, and the same shall have consented to any such Distribution forthwith become, due and payable without presentment, demand, protest or payment and (ii) any Obligations (as defined in the Note Purchase Agreement) shall remain outstanding, prior to (x) any Distribution being made on account other formalities of any Subordinated Indebtedness and (y) Company making kind, all of which are hereby expressly waived by the Company, reduce any payments under this Noteclaim to judgment, take any other action permitted by law and/or take any action permitted to be taken by the Required Note-Holders (as defined in Security Documents during the Note Purchase Agreement) shall have consented to any such Distribution or payment. Subject to Section 14(j) below, any such Distribution which would, but for the provisions hereof, be payable or deliverable in respect existence of the Subordinated Indebtedness, shall be paid or delivered directly to Agent and Administrative Agent, respectively, for the benefit an Event of the Lenders and the Purchasers pro rata in the proportions in which the Lenders and the Purchasers hold the Senior Indebtedness, until amounts owing upon Senior Indebtedness shall have been paid in full in cash and Lenders shall have no further obligation to make advances under the Loan AgreementDefault.

Subordination Provisions. Subject to Section 14(j) below, The Borrower or any Credit Party shall make any payment in the event of the commencement violation of any Insolvency subordination terms or Liquidation Proceedingconditions, then if any, with respect to any Junior Financing; THEN, (i1) all Obligations (as defined upon the occurrence of any Event of Default described in the Loan AgreementSections 8.01(f) shall be paid in full in cashor 8.01(g), automatically, and Lenders shall have no further obligation to fund under (2) upon the Loan Agreement, prior to (x) any Distribution being made on account occurrence and during the continuance of any Subordinated Indebtedness and other Event of Default, at the request of (yor with the consent of) Company making any payments under this Notethe Requisite Lenders, unless upon notice to the Required Lenders shall have waived in writing Borrower by the benefits of this section and (ii) all Obligations (as defined in the Note Purchase Agreement) shall be paid in full in cash, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, unless the Required Note-Holders (as defined in the Note Purchase Agreement) shall have waived in writing the benefits of this section. Subject to Section 14(j) below, in addition, if (i) any Obligations (as defined in the Loan Agreement) shall remain outstanding or Lenders shall have a further obligation to fund under the Loan Agreement, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, the Required Lenders shall have consented to any such Distribution or payment and (ii) any Obligations (as defined in the Note Purchase Agreement) shall remain outstanding, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, the Required Note-Holders (as defined in the Note Purchase Agreement) shall have consented to any such Distribution or payment. Subject to Section 14(j) below, any such Distribution which would, but for the provisions hereof, be payable or deliverable in respect of the Subordinated Indebtedness, shall be paid or delivered directly to Agent and 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, for and the benefit 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: (Ci) the unpaid principal amount of and accrued interest and premium on the Loans, (Dii) 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 (Eiii) all other Obligations; provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(v) or Section 2.04(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 Purchasers pro rata Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Sections 8.01(f) or 8.01(g) to pay) to the proportions in which Administrative Agent such additional amounts of cash as reasonably requested by the Lenders and the Purchasers hold the Senior IndebtednessIssuing Bank, until amounts owing upon Senior Indebtedness shall have been paid in full in cash and Lenders shall have no further obligation to make advances under the Loan AgreementCash Collateralize Letters of Credit then outstanding.

Subordination Provisions. Subject 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 14(j8.1(f) belowor 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 the event of the commencement each case without presentment, demand, protest or other requirements of any Insolvency 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 Liquidation Proceedingshall be entitled at such time to present, then the drafts or other documents or certificates required to draw under such Letters of Credit), and (iIII) all Obligations 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); (as defined in C) the Loan AgreementAdministrative 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 be paid in full in cashdirect the Borrower to pay (and the Borrower hereby agrees upon receipt of such notice, and Lenders shall have no further obligation to fund under or upon the Loan Agreement, prior to (x) any Distribution being made on account occurrence of any Subordinated Indebtedness Event of Default specified in Sections 8.1(f) and (y8.1(g) Company making any payments under this Noteto pay) to the Administrative Agent such additional amounts of cash as reasonably requested by the Issuing Bank, unless the Required Lenders shall have waived in writing the benefits of this section and (ii) all Obligations (to be held as defined in the Note Purchase Agreement) shall be paid in full in cash, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, unless the Required Note-Holders (as defined in the Note Purchase Agreement) shall have waived in writing the benefits of this section. Subject to Section 14(j) below, in addition, if (i) any Obligations (as defined in the Loan Agreement) shall remain outstanding or Lenders shall have a further obligation to fund under the Loan Agreement, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, the Required Lenders shall have consented to any such Distribution or payment and (ii) any Obligations (as defined in the Note Purchase Agreement) shall remain outstanding, prior to (x) any Distribution being made on account of any Subordinated Indebtedness and (y) Company making any payments under this Note, the Required Note-Holders (as defined in the Note Purchase Agreement) shall have consented to any such Distribution or payment. Subject to Section 14(j) below, any such Distribution which would, but security for the provisions hereof, be payable or deliverable 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 Subordinated Indebtednessbusiness 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 paid or delivered directly available to Agent fund Third Wave Consideration and Administrative Agent, respectively, for Related Expenditures during the benefit of the Lenders Availability Period and the Purchasers pro rata in the proportions in which the Lenders and the Purchasers hold the Senior Indebtedness, until amounts owing upon Senior Indebtedness shall have been paid in full in cash and Lenders shall have no further obligation to make advances under the Loan AgreementRestatement Date.