Common use of Subordination to Senior Debt Clause in Contracts

Subordination to Senior Debt. The indebtedness (including unpaid principal of and interest on this Convertible Debenture) as well as all other obligations and liabilities of MORO to Lender hereunder evidenced in this Convertible Debenture is subordinated to the prior payment when due of the principal of, premium, if any, interest on, and all other amounts due in connection with or under all "Senior Debt" (as defined below) as follows: Upon any distribution of its assets in a liquidation or dissolution of MORO, or in bankruptcy, reorganization, insolvency, receivership or similar proceedings relating to MORO, the Lender shall not be entitled to receive payment until the holders of Senior Debt are paid in full. Until a payment default occurs with respect to any Senior Debt, all payments of principal and interest due to Lender under this Convertible Debenture shall be made in accordance with this Convertible Debenture. Upon the occurrence of any payment default with respect to any Senior Debt then, upon written notice thereof to MORO and Lender by any holder of such Senior Debt or its representative, no payments of principal or interest on the Convertible Debenture shall be made by MORO until such payment default has been cured to the satisfaction of the holder of such Senior Debt or waived by such holder, provided, however, that if during the 180 day period following such default, the holder of Senior Debt has not accelerated its loan, commenced foreclosure proceedings or otherwise undertaken to act on such default then MORO shall be required to continue making payments under the Convertible Debenture, including any which had not been paid during such 180 day period. In the event that any Bank Or Other Financial Institution at any time so requires, the Lender shall execute, upon request of MORO, any intercreditor or subordination agreement(s) with and/or in favor of any such Bank Or Other Financial Institution on terms not materially more adverse to the Lender then the subordination terms contained in this Convertible Debenture.

Subordination to Senior Debt. The indebtedness (including unpaid principal of and interest on this Convertible DebentureSenior Note) as well as all other obligations and liabilities of MORO USA to Lender hereunder evidenced in this Convertible Debenture Senior Note is subordinated to the prior payment when due of the principal of, premium, if any, interest on, and all other amounts due in connection with or under all "Senior Debt" (as defined below) as follows: Upon any distribution of its assets in a liquidation or dissolution of MOROUSA, or in bankruptcy, reorganization, insolvency, receivership or similar proceedings relating to MOROUSA, the Lender shall not be entitled to receive payment until the holders of Senior Debt are paid in full. Until a payment default occurs with respect to any Senior Debt, all payments of principal and interest due to Lender under this Convertible Debenture Senior Note shall be made in accordance with this Convertible DebentureSenior Note. Upon the occurrence of any payment default with respect to any Senior Debt then, upon written notice thereof to MORO USA and Lender by any holder of such Senior Debt or its representative, no payments of principal or interest on the Convertible Debenture Senior Note shall be made by MORO USA until such payment default has been cured to the satisfaction of the holder of such Senior Debt or waived by such holder, provided, however, that if during the 180 day period following such default, the holder of Senior Debt has not accelerated its loan, commenced foreclosure proceedings or otherwise undertaken to act on such default then MORO USA shall be required to continue making payments under the Convertible DebentureSenior Note, including any which had not been paid during such 180 day period. In the event that any Bank Or Other Financial Institution at any time so requires, the Lender shall execute, upon request of MOROUSA, any intercreditor or subordination agreement(s) with and/or in favor of any such Bank Or Other Financial Institution on terms not materially more adverse to the Lender then the subordination terms contained in this Convertible DebentureSenior Note.

Subordination to Senior Debt. The indebtedness (including unpaid principal Section 21.1. Tenant's obligations under this Lease are and at all times hereafter will be junior and subordinate in right of payment and interest on this Convertible Debenture) as well as all other obligations and liabilities exercise of MORO to Lender hereunder evidenced in this Convertible Debenture is subordinated remedies to the indefeasible prior payment when due in full in cash of all obligations owed in respect of the principal of, premium, if any, interest on, and all other amounts due in connection with or under all "Senior Debt" Debt (as defined in Section 22.2 below) as follows: Upon any distribution ). The subordination of its assets in a liquidation or dissolution the obligations under this Lease is for the benefit of MORO, or in bankruptcy, reorganization, insolvency, receivership or similar proceedings relating to MORO, the Lender shall not be entitled to receive payment until the all holders of Senior Debt are paid in fullfrom time to time, whether such Senior Debt is outstanding on the date hereof or incurred, created or arising hereafter. Until a payment Upon the occurrence and during the continuance of any default occurs with respect to or event of default under any Senior Debt, all payments Tenant will have no obligation to make, and Landlord will not accept or receive or take any action to collect, any payment of principal and interest due to Lender any portion of the obligations under this Convertible Debenture shall be made in accordance with this Convertible Debenture. Upon the occurrence of any payment default Lease until all obligations with respect to any Senior Debt then, upon written notice thereof to MORO and Lender by any holder of such Senior Debt have been indefeasibly discharged in full in cash. Should any payment, distribution, security, or its representativeproceeds thereof be received by Landlord contrary to the terms hereof, no payments Landlord shall immediately deliver the same to the holders of principal the Senior Debt in precisely the form received (except for endorsement or interest assignment of Landlord where necessary), for application on or to secure the Convertible Debenture Senior Debt, whether it is due or not due, and until so delivered the same shall be made held in trust by MORO until such payment default has been cured to the satisfaction Landlord as property of the holder holders of the Senior Debt. Nothing in this section shall prohibit Landlord from receiving and retaining amounts due to Landlord hereunder, provided that at the time such amount is paid to Landlord there shall not have occurred or be continuing any default or event of default of which Landlord has received notice under any Senior Debt Debt. Section 21.2. For purposes hereof, "SENIOR DEBT" means (i) all indebtedness and obligations of Marketing Specialists Corporation, a Delaware corporation ("MSC"), or waived by such holder, provided, however, that if during the 180 day period following such default, the holder of Senior Debt has not accelerated its loan, commenced foreclosure proceedings or otherwise undertaken to act on such default then MORO shall be required to continue making payments under the Convertible Debenture, including any which had not been paid during such 180 day period. In the event that any Bank Or Other Financial Institution at any time so requires, the Lender shall execute, upon request of MORO, any intercreditor or subordination agreement(s) with and/or Tenant in favor of any such bank, trust company, insurance company or other institutional lender providing financing to MSC or Tenant or entering into swap or hedging agreements with MSC or Tenant, including without limitation all indebtedness and obligations under that certain Amended and Restated Credit Agreement dated August 18, 1999 among MSC, the lenders party thereto and First Union National Bank, as agent for the lenders, including any guaranty thereof by Tenant, as the same may be amended, restated, refinanced, supplemented or otherwise modified from time to time (the "FIRST UNION CREDIT AGREEMENT"), and all Senior Obligations as defined under the First Union Credit Agreement, (ii) if so elected by Tenant, all indebtedness and obligations under that certain Indenture dated as of December 19, 1997, among MSC, as successor by merger to Richmont Marketing Specialists, Inc., the subsidiaries of MSC party thereto and Chase Bank Or Other Financial Institution on terms not materially more adverse of Texas, N.A., as successor-in-interest to Texas Commerce Bank National Association, as trustee, including any guaranty thereof by Tenant, as the Lender then same may be amended, restated, refinanced, supplemented or otherwise modified from time to time (the subordination terms contained "INDENTURE"), and (iii) if so elected by Tenant, any other Senior Indebtedness as defined in this Convertible Debenture.the Indenture. LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT'S INTENDED COMMERCIAL PURPOSE AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS LEASE, TENANT'S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS LEASE, TENANT SHALL CONTINUE TO PAY FIXED RENT AND ALL ADDITIONAL RENT, WITHOUT ABATEMENT, SETOFF OR DEDUCTION NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. [THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK]

Subordination to Senior Debt. The indebtedness (including unpaid principal Section 22.1. Tenant's obligations under this Lease are and at all times hereafter will be junior and subordinate in right of payment and interest on this Convertible Debenture) as well as all other obligations and liabilities exercise of MORO to Lender hereunder evidenced in this Convertible Debenture is subordinated remedies to the indefeasible prior payment when due in full in cash of all obligations owed in respect of the principal of, premium, if any, interest on, and all other amounts due in connection with or under all "Senior Debt" Debt (as defined in Section 22.2 below) as follows: Upon any distribution ). The subordination of its assets in a liquidation or dissolution the obligations under this Lease is for the benefit of MORO, or in bankruptcy, reorganization, insolvency, receivership or similar proceedings relating to MORO, the Lender shall not be entitled to receive payment until the all holders of Senior Debt are paid in fullfrom time to time, whether such Senior Debt is outstanding on the date hereof or incurred, created or arising hereafter. Until a payment Upon the occurrence and during the continuance of any default occurs with respect to or event of default under any Senior Debt, all payments Tenant will have no obligation to make, and Landlord will not accept or receive or take any action to collect, any payment of principal and interest due to Lender any portion of the obligations under this Convertible Debenture shall be made in accordance with this Convertible Debenture. Upon the occurrence of any payment default Lease until all obligations with respect to any Senior Debt then, upon written notice thereof to MORO and Lender by any holder of such Senior Debt have been indefeasibly discharged in full in cash. Should any payment, distribution, security, or its representativeproceeds thereof be received by Landlord contrary to the terms hereof, no payments Landlord shall immediately deliver the same to the holders of principal the Senior Debt in precisely the form received (except for endorsement or interest assignment of Landlord where necessary), for application on or to secure the Convertible Debenture Senior Debt, whether it is due or not due, and until so delivered the same shall be made held in trust by MORO until such payment default has been cured to the satisfaction Landlord as property of the holder holders of the Senior Debt. Nothing in this section shall prohibit Landlord from receiving and retaining amounts due to Landlord hereunder, provided that at the time such amount is paid to Landlord there shall not have occurred or be continuing any default or event of default of which Landlord has received notice under any Senior Debt Debt. Section 22.2. For purposes hereof, "SENIOR DEBT" means (i) all indebtedness and obligations of Marketing Specialists Corporation, a Delaware corporation ("MSC"), or waived by such holder, provided, however, that if during the 180 day period following such default, the holder of Senior Debt has not accelerated its loan, commenced foreclosure proceedings or otherwise undertaken to act on such default then MORO shall be required to continue making payments under the Convertible Debenture, including any which had not been paid during such 180 day period. In the event that any Bank Or Other Financial Institution at any time so requires, the Lender shall execute, upon request of MORO, any intercreditor or subordination agreement(s) with and/or Tenant in favor of any such bank, trust company, insurance company or other institutional lender providing financing to MSC or Tenant or entering into swap or hedging agreements with MSC or Tenant, including without limitation all indebtedness and obligations under that certain Amended and Restated Credit Agreement dated August 18, 1999 among MSC, the lenders party thereto and First Union National Bank, as agent for the lenders, including any guaranty thereof by Tenant, as the same may be amended, restated, refinanced, supplemented or otherwise modified from time to time (the "FIRST UNION CREDIT AGREEMENT"), and all Senior Obligations as defined under the First Union Credit Agreement, (ii) if so elected by Tenant, all indebtedness and obligations under that certain Indenture dated as of December 19, 1997, among MSC, as successor by merger to Richmont Marketing Specialists, Inc., the subsidiaries of MSC party thereto and Chase Bank Or Other Financial Institution on terms not materially more adverse of Texas, N.A., as successor-in-interest to Texas Commerce Bank National Association, as trustee, including any guaranty thereof by Tenant, as the Lender then same may be amended, restated, refinanced, supplemented or otherwise modified from time to time (the subordination terms contained "INDENTURE"), and (iii) if so elected by Tenant, any other Senior Indebtedness as defined in this Convertible Debenture.the Indenture. LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT'S INTENDED COMMERCIAL PURPOSE AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS LEASE, TENANT'S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS LEASE, TENANT SHALL CONTINUE TO PAY FIXED RENT AND ALL ADDITIONAL RENT, WITHOUT ABATEMENT, SETOFF OR DEDUCTION NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. [THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK]

Subordination to Senior Debt. (a) The indebtedness (including unpaid principal Company covenants and agrees, and each Holder of Securities issued hereunder by such Holder's acceptance thereof likewise covenants and interest on this Convertible Debenture) as well as agrees, that all other obligations and liabilities of MORO to Lender hereunder evidenced in this Convertible Debenture is subordinated Securities shall be issued subject to the prior provisions of this Article 13; and each Person holding any such Security whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. The payment when due of the principal ofPrincipal, premium, if any, interest onRedemption Price, Change of Control Purchase Price and Interest or Additional Interest, if any, in respect of all Securities issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full in cash or other amounts due payment satisfactory to the holders of Senior Debt of all Senior Debt of the Company, whether outstanding at the date of this Indenture or thereafter incurred. No provision of this Article 13 shall prevent the occurrence of any Default or Event of Default hereunder. (b) No payment shall be made with respect to the payment of Principal, premium, if any, Redemption Price, Change of Control Purchase Price and Interest or Additional Interest, if any, on the Securities, except payments and distributions made by the Trustee as permitted by Section 13.7, if: (i) a default in connection any payment obligations in respect of Senior Debt occurs and is continuing, without regard to any applicable period of grace (whether at maturity or at a date fixed for payment or by declaration or otherwise); or (ii) any other default occurs and is continuing with or under all respect to Designated Senior Debt that permits the holders of such Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a "PAYMENT BLOCKAGE NOTICE") from a holder of Designated Senior Debt" , a Representative of Designated Senior Debt or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (as defined belowii) as follows: above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 days (it being acknowledged that (x) any action of the Company or any of its Subsidiaries occurring subsequent to delivery of a Payment Blockage Notice that would give rise to any event of default pursuant to any provision of Senior Debt under which an event of default previously existed (or was continuing at the time of delivery of such Payment Blockage Notice) shall constitute a new event of default for this purpose and (y) any breach of a financial covenant giving rise to a nonpayment default for a period ending subsequent to the date of delivery of the respective Payment Blockage Notice shall constitute a new event of default for this purpose.) The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) in case of a default referred to in clause (i) above, the date upon which the default is cured or waived in accordance with the terms of the governing instrument or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, the date upon which the default is cured, waived in accordance with the terms of the governing instrument or ceases to exist or 179 days pass after notice is received if the maturity of such Designated Senior Debt has not been accelerated, Upon any payment by the Company or distribution of its assets of the Company of any kind or character, whether in a cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or dissolution reorganization or bankruptcy of MOROthe Company, whether voluntary or in bankruptcy, reorganization, involuntary or insolvency, receivership or similar proceedings relating to MOROthe Company or its property, or an assignment for the Lender benefit of creditors or any marshaling of the Company's assets or liabilities, all amounts due or to become due upon all Senior Debt shall not first be entitled paid in full in cash or other payment satisfactory to receive the holders of such Senior Debt, or provision is made for such payment until in cash or other payment satisfactory to the holders of Senior Indebtedness, before any payment is made on account of the Principal, premium, if any, Redemption Price, Change of Control Purchase Price or Interest or Additional Interest, if any, in respect of the Securities (except payments made pursuant to Article 3 hereof from monies deposited with the Trustee pursuant thereto prior to the happening of such dissolution or winding-up or liquidation or reorganization or bankruptcy of the Company, whether voluntary or involuntary or insolvency, receivership or similar proceedings relating to the Company or its property, or an assignment of the benefit of creditors or any marshaling of the Company's assets or liabilities), and upon any such dissolution or winding-up or liquidation or reorganization or bankruptcy of Company, whether voluntary or involuntary or insolvency, receivership or similar proceedings relating to the Company or its property, or an assignment of the benefit of creditors or any marshaling of the Company's assets or liabilities, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled, except for the provisions of this Article 13, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Debt may have been issued, as their respective interests may appear to the extent necessary to pay all such Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt, before any payment or distribution is made to the Holders or to the Trustee. In the event any Securities are declared due and payable before their Stated Maturity pursuant to Section 4.2, then and in such event the Company shall promptly notify holders of its Senior Debt of such acceleration. The Company may not pay the Securities until 120 days have passed after such acceleration occurs and may thereafter pay the Securities if this Article 13 permits the payment at that time. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 13.1, shall be received by the Trustee or the Holders of the Securities before all Senior Debt of the Company is paid in fullfull in cash or other payment satisfactory to the holders of such Senior Debt, or provision is made for such payment in cash or other payment satisfactory to the holders of such Senior Debt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness of the Company or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Debt may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all such Senior Debt remaining unpaid to the extent necessary to pay all such Senior Debt in full in cash or other payment satisfactory to the holders of such Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. Until For purposes of this Article 13, the words, "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment default occurs of which is subordinated at least to the extent provided in this Article 13 with respect to any Senior Debt, the Securities to the payment of all payments of principal and interest due to Lender under this Convertible Debenture shall be made in accordance with this Convertible Debenture. Upon the occurrence of any payment default with respect to any Senior Debt thenof the Company which may at the time be outstanding; provided that (i) such Senior Debt is assumed by the new corporation, upon written notice thereof to MORO if any, resulting from any such reorganization or readjustment, and Lender by any holder (ii) the rights of the holders of such Senior Debt (other than leases that are not assumed by the Company or its representativethe new corporation, no payments as the case may be) are not, without the consent of principal such holders, altered by such reorganization or interest on the Convertible Debenture shall be made by MORO until such payment default has been cured to the satisfaction readjustment. The consolidation of the holder Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 6 hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 13.1 if such other corporation shall, as a part of such Senior Debt consolidation, merger, conveyance or waived by such holdertransfer, provided, however, that if during comply with the 180 day period following such default, the holder of Senior Debt has not accelerated its loan, commenced foreclosure proceedings or otherwise undertaken to act on such default then MORO shall be required to continue making payments under the Convertible Debenture, including any which had not been paid during such 180 day period. In the event that any Bank Or Other Financial Institution at any time so requires, the Lender shall execute, upon request of MORO, any intercreditor or subordination agreement(s) with and/or conditions stated in favor of any such Bank Or Other Financial Institution on terms not materially more adverse to the Lender then the subordination terms contained in this Convertible DebentureArticle 6 hereof.