Common use of Subordination of Obligations Clause in Contracts

Subordination of Obligations. The Borrower and each Subsidiary covenant and agree, and each Subordinated Lender by its acceptance of a Subordinated Note covenants and agrees, that the payment of the Subordinated Obligations shall, to the extent set forth in this Agreement, be subordinate and junior and subject in right of payment to the prior payment in full in cash of all Senior Indebtedness, whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed. Notwithstanding anything to the contrary set forth in this Agreement, the Borrower may make and each Subordinated Lender may accept payments, scheduled or otherwise, in respect of the Subordinated Obligations so long as (a) no Payment Blockage Period exists, (b) no Non-Payment Blockage Period exists, (c) no Standstill Period exists, (d) no Default (as defined in the Senior Credit Agreement) or Senior Credit Agreement Event of Default exists, and (e) no Borrowing Base Deficiency (as defined in the Senior Credit Agreement) exists; provided, however, that the existence of any Non-Payment Default or a Standstill Period resulting from any Non-Payment Default, shall not prevent or prohibit the Borrower or any Subsidiary from paying or prepaying the Subordinated Obligations in full or in part prior to the repayment or prepayment of any Senior Indebtedness so long as (y) any Borrowing Base Deficiency is cured prior to such payment or prepayment and (z) such payment or prepayment of the Subordinated Obligations is made using Equity Issuance Proceeds to the extent permitted under Section 2.05(b) of the Senior Credit Agreement.

Subordination of Obligations. The Borrower Notwithstanding any provision of any Subordinate Loan Document or any other instrument executed by any Credit Party in connection therewith, or any Subordinate Collateral, all Subordinate Obligations are and each Subsidiary covenant shall be subordinate and agree, and each Subordinated Lender by its acceptance junior in right of a Subordinated Note covenants and agrees, that the payment of the Subordinated Obligations shallpayment, to the extent and in the manner hereinafter set forth in this Agreementforth, be subordinate and junior and subject in right of payment to the prior indefeasible payment in full in cash of all Senior IndebtednessObligations. Subordinate Creditor will not ask, demand, sxx for, take, or receive from any Credit Party, by set-off or in any other manner, direct or indirect payment (whether outstanding on the date hereof in cash or hereafter created, incurred, assumed or guaranteed. Notwithstanding anything to the contrary set forth in this Agreement, the Borrower may make and each Subordinated Lender may accept payments, scheduled or otherwise, in respect property) of the Subordinated Obligations so long as whole or any part of the Subordinate Obligations, or any transfer of any property in payment or satisfaction in whole or in any part of Subordinate Obligations, until the Senior Obligation Payment Date; provided, however, (a) no Payment Blockage Period exists, (b) no Non-Payment Blockage Period exists, (c) no Standstill Period exists, (d) no Default upon and after the IPO Effective Date (as defined in the Senior Credit Agreement) or Senior Credit Agreement Event of Default exists), the Borrower may prepay, and Subordinate Creditor may accept, all or a portion of the Subordinate Obligations so long as, at the time of any such prepayment, (ei) no Borrowing Base Deficiency the Total Outstandings (as defined in the Senior Credit Agreement) existsare less than or equal to, or are simultaneously reduced to an amount that is less than or equal to the lesser of $100,000,000 or +90% of the Borrowing Base then in effect under the Senior Agreement, (ii) no Default shall have occurred and be continuing or would result therefrom; provided, however, that and (b) so long as no Blockage Period exists and no Default under the existence of any Non-Payment Default or a Standstill Period Senior Agreement resulting from any Nonnon-Payment Default, shall not prevent or prohibit the Borrower or any Subsidiary from paying or prepaying the Subordinated Obligations in full or in part prior to the repayment or prepayment payment of any Senior Indebtedness so long Obligation exists, then Borrower may pay and Subordinate Creditor may accept regularly scheduled interest payments accruing on the principal outstanding under the Subordinate Agreement. Any interest that is not paid in cash or not payable as (y) any Borrowing Base Deficiency is cured prior to such payment or prepayment and (z) such payment or prepayment a result of the Subordinated Obligations is made using Equity Issuance Proceeds to the extent permitted under Section 2.05(bprovisions of clause (b) of the Senior preceding sentence shall be capitalized as provided in Section 2.07(c) of the Existing Subordinate Agreement, and the failure of Borrower to pay such interest in cash shall not be a Default or Event of Default under the Subordinate Agreement. No Credit Party shall make any payment in respect of any Subordinate Obligation or create any Lien to secure any Subordinate Obligation in violation of the provisions of this Agreement.

Subordination of Obligations. The Borrower and each Subsidiary covenant and agree, and each Subordinated Term Lender by its acceptance of a Subordinated Note covenants and agrees, that the payment of the Subordinated Obligations shall, to the extent set forth in this Agreement, be subordinate and junior and subject in right of payment to the prior payment in full in cash of all Senior Indebtedness, whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed. Notwithstanding the foregoing, the Borrower may, subject to Section 2.02 and Section 2.03, make scheduled payments of principal and interest in respect of the Subordinated Obligations as well as all scheduled fees due to and reimbursable expenses incurred by Subordinated Administrative Agent or the Term Lenders (collectively, the "Scheduled Term Payments"), provided that with respect to any such payments of principal, (a) prior to and after giving effect to such principal payment, no Borrowing Base Deficiency exists, (b) after giving effect to such principal payment there is at least $10,000,000 in Excess Availability and (c) such principal payments in any period of 12 consecutive calendar months the aggregate do not exceed $7,500,000, provided, however, that any such principal payment may, in any period of 12 consecutive calendar months, exceed $7,500,000 to the extent that any such principal payment is made using net cash proceeds received from the sale of equity in a Public Offering and after giving effect to such principal payment there is at least $10,000,000 in Excess Availability. For the avoidance of doubt and notwithstanding anything to the contrary set forth in this Agreementabove, the Borrower may, subject to Section 2.02 and Section 2.03, on the Maturity Date (or within ten business day prior thereto) set forth in the Term Note Purchase Agreement, pay and the Term Lenders may make receive and each Subordinated Lender may accept paymentsretain, scheduled or otherwise, in respect of the all Subordinated Obligations that remain outstanding as of such payment date, so long as (a) on the date of such payment no Payment Blockage Period exists, (b) no Non-Payment Blockage Period exists, (c) no Standstill Period exists, (d) no Default (as defined in the Senior Credit Agreement) Notice or Senior Credit Agreement Event of Default exists, and (e) no Borrowing Base Deficiency (as defined in the Senior Credit Agreement) exists; provided, however, that the existence of any Non-Payment Default or a Standstill Period resulting from any Non-Payment Default, shall not prevent or prohibit the Borrower or any Subsidiary from paying or prepaying Notice has been received by the Subordinated Obligations in full or in part prior to the repayment or prepayment of any Senior Indebtedness so long as (y) any Borrowing Base Deficiency is cured prior to such payment or prepayment and (z) such payment or prepayment of the Subordinated Obligations is made using Equity Issuance Proceeds to the extent permitted under Section 2.05(b) of the Senior Credit AgreementAdministrative Agent.