Common use of Seller Debt Clause in Contracts

Seller Debt. Make any payment on account of any Seller Debt; provided that, the Borrower may be permitted to make a payment on account of Seller Debt so long as (a) after giving effect to such payment (i) the Borrower shall have Unused Revolving Credit Commitments (as defined in the First Lien Credit Agreement) of at least $10,000,000 and (ii) no Default or Event of Default shall exist or shall result from such payment, including with respect to the covenants contained in Section 7.15 on a pro forma basis, and the Borrower shall have delivered to the Administrative Agent an Officer’s Compliance Certificate with detailed calculations evidencing such compliance with Section 7.15 (the foregoing clause (a) being hereinafter referred to as the “Seller Debt Payment Provisions”) and (b) the holder of such Seller Debt has entered into a subordination agreement with the Administrative Agent, in form and substance acceptable to the Administrative Agent, and such subordination agreement shall include a provision that prohibits the holder of such Seller Debt from receiving any payment on account of Seller Debt unless the Seller Debt Payment Provisions have been satisfied; provided, however, that the holder of the VaporBeast Seller Debt shall not be required to enter into a subordination agreement with the Administrative Agent. -85-

Seller Debt. Make any payment on account of any Seller Debt; provided that, the Borrower Borrowers may be permitted to make a payment on account of Seller Debt so long as (a) after giving effect to such payment (i) the Borrower Borrowers shall have Unused Revolving Credit Commitments (as defined in the First Lien Credit Agreement) of at least $10,000,000 and (ii) no Default or Event of Default shall exist or shall result from such payment, including with respect to the covenants contained in Section 7.15 on a pro forma basis, and the Borrower Borrowers shall have delivered to the Administrative Agent an Officer’s Compliance Certificate with detailed calculations evidencing such compliance with Section 7.15 (the foregoing clause (a) being hereinafter referred to as the “Seller Debt Payment Provisions”) and (b) the holder of such Seller Debt has entered into a subordination agreement with the Administrative Agent, in form and substance acceptable to the Administrative Agent, and such subordination agreement shall include a provision that prohibits the holder of such Seller Debt from receiving any payment on account of Seller Debt unless the Seller Debt Payment Provisions have been satisfied; provided, however, that the holder of the VaporBeast Seller Debt shall not be required to enter into a subordination agreement with the Administrative Agent. -85-.

Seller Debt. Make any payment on account of any Seller Debt; provided that, the Borrower may be permitted to make a payment on account of Seller Debt so long as (a) after giving effect to such payment (i) the Borrower shall have Unused Revolving Credit Commitments (as defined in the First Lien Credit Agreement) of at least $10,000,000 and (ii) no Default or Event of Default shall exist or shall result from such payment, including with respect to the covenants contained in Section 7.15 on a pro forma basis, and the Borrower shall have delivered to the Administrative Agent an Officer’s Compliance Certificate with detailed calculations evidencing such compliance with Section 7.15 (the foregoing clause (a) being hereinafter referred to as the “Seller Debt Payment Provisions”) and (b) the holder of such Seller Debt has entered into a subordination agreement with the Administrative Agent, in form and substance acceptable to the Administrative Agent, and such subordination agreement shall include a provision that prohibits the holder of such Seller Debt from receiving any payment on account of Seller Debt unless the Seller Debt Payment Provisions have been satisfied; provided, however, that the holder of the VaporBeast Seller Debt shall not be required to enter into a subordination agreement with the Administrative Agent. -85-.