Common use of Agreement of Subordination Clause in Contracts

Agreement of Subordination. The Company covenants and agrees, and each holder of Debentures issued hereunder by its acceptance thereof likewise covenants and agrees, that all Debentures shall be issued subject to the provisions of this Article IV; and each person holding any Debenture, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions. The payment of the principal of, premium, if any, and interest on all Debentures (including, but not limited to, the redemption price or repurchase price with respect to the Debentures to be redeemed or repurchased, as provided in this Indenture) 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 of all Senior Indebtedness, whether outstanding at the date of this Indenture or thereafter incurred. The Company and the holders of Debentures agree that the Debentures constitute "Senior Indebtedness" under the 1996 Indenture and that the holders of Debentures are entitled to the rights and benefits of a holder of "Senior Indebtedness" under the 1996 Indenture. No provision of this Article IV shall prevent the occurrence of any default or Event of Default hereunder.

Agreement of Subordination. The Company covenants and agrees, and each holder Holder of Debentures Securities issued hereunder by its his acceptance thereof likewise covenants and agrees, that all Debentures Securities shall be issued subject to the provisions of this Article IVArticle; and each person Person holding any DebentureSecurity, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions. The payment of the principal of, premium, if any, and interest on all Debentures Securities (including, but not limited to, the redemption price or repurchase price with respect to the Debentures to be redeemed or repurchased, Securities called for redemption in accordance with Article XI as provided in this Indenture) 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 payment satisfactory to the holders of Senior Indebtedness of all Senior Indebtedness, whether outstanding at the date of this Indenture or thereafter incurred. The Company and the holders of Debentures agree that the Debentures constitute "Senior Indebtedness" under the 1996 Indenture and that the holders of Debentures are entitled to the rights and benefits of a holder of "Senior Indebtedness" under the 1996 Indenture. No provision of this Article IV shall prevent the occurrence of any default or Event of Default hereunder.

Agreement of Subordination. The Company covenants and agrees, and each holder of Debentures issued hereunder by its acceptance thereof likewise covenants and agrees, that all Debentures shall be issued subject to the provisions of this Article IV; 4, and each person Person holding any DebentureDebentures, whether upon original issue or upon registration of transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions. The payment of the principal of, premium, if any, and interest on all Debentures (including, but not limited to, the redemption price or repurchase price with respect to the Debentures to be redeemed called for redemption in accordance with Section 3.02 or repurchasedsubmitted for redemption in accordance with Section 3.05, as the case may be, as provided in this Indenture) 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 of all Senior Indebtedness, whether outstanding at the date of this Indenture or thereafter incurred. The Company and the holders of Debentures agree that the Debentures constitute "Senior Indebtedness" under the 1996 Indenture and that the holders of Debentures are entitled to the rights and benefits of a holder of "Senior Indebtedness" under the 1996 Indenture. No provision of this Article IV 4 shall prevent the occurrence of any default or Event of Default hereunderhereunder or have any effect on the rights of the holders of the Debentures or the Trustee to accelerate the maturity of the Debentures.

Agreement of Subordination. The Company covenants and agrees, and each holder of Debentures Debentureholder issued hereunder by its acceptance thereof likewise covenants and agrees, that all Debentures shall be issued subject to the provisions of this Article IV; 4, and each person Person holding any Debenture, whether upon original issue or upon registration of transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions. The payment of the principal of, premiumthe cash portion of any amount due upon conversion of, if any, and interest on or any other amounts due on all Debentures (including, but not limited to, the redemption price or repurchase price with respect to the Debentures to be redeemed called for redemption in accordance with Section 3.02, submitted for purchase in accordance with Section 3.04 or repurchasedsubmitted for repurchase in accordance with Section 3.05 or upon conversion of the Debentures in accordance with Article 15, as the case may be, as provided in this Indenture) 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 of all Senior IndebtednessDebt, whether outstanding at the date of this Indenture or thereafter incurred. The Company and the holders of Debentures agree that the Debentures constitute "Senior Indebtedness" under the 1996 Indenture and that the holders of Debentures are entitled to the rights and benefits of a holder of "Senior Indebtedness" under the 1996 Indenture. No provision of this Article IV 4 shall prevent the occurrence of any default or Event of Default hereunder.

Agreement of Subordination. The Company Issuer covenants and agrees, and each holder Holder of Debentures Securities issued hereunder by its acceptance thereof of the Securities likewise covenants and agrees, that all Debentures Securities shall be issued subject to the provisions of this Article IV5; and each person Person holding any DebentureSecurity, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions. The payment of the principal of, premium, if any, and accrued and unpaid interest (including Additional Interest), if any, on all Debentures Securities and any other payment in respect of the Securities including on account of the acquisition or redemption of the Securities by the Issuer (including, but not limited to, the redemption price Change of Control Purchase Price or repurchase price the Redemption Price with respect to the Debentures Securities subject to be redeemed or repurchased, purchase in accordance with Article 3 as provided in this Indenture) 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 payment satisfactory to the holders of Senior Indebtedness of all Senior Indebtedness, whether outstanding at the date of this Indenture or thereafter incurred. The Company and the holders of Debentures agree that the Debentures constitute "Senior Indebtedness" under the 1996 Indenture and that the holders of Debentures are entitled to the rights and benefits of a holder of "Senior Indebtedness" under the 1996 Indenture. No provision of this Article IV 5 shall prevent the occurrence of any default or Event of Default hereunder.

Agreement of Subordination. The Company covenants and agrees, and each holder Holder of Debentures Securities issued hereunder by its his acceptance thereof likewise covenants and agrees, that all Debentures Securities shall be issued subject to the provisions of this Article IVThirteen; and each person Person holding any DebentureSecurity, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions. The payment of the principal of, premium, if any, and interest on all Debentures Securities (including, but not limited to, the redemption price or repurchase price Redemption Price with respect to the Debentures Securities called for redemption in accordance with Article Eleven, or the Repurchase Price with respect to be redeemed or repurchasedSecurities submitted for -99- 108 repurchase in accordance with Article Fourteen, as the case may be, as provided in this IndentureIndenture and Additional Amounts, if any, and Liquidated Damages, if any) 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 of all Senior IndebtednessIndebtedness of the Company, whether outstanding at the date of this Indenture or thereafter incurred. The Company and the holders of Debentures agree that the Debentures constitute "Senior Indebtedness" under the 1996 Indenture and that the holders of Debentures are entitled to the rights and benefits of a holder of "Senior Indebtedness" under the 1996 Indenture. No provision of this Article IV Thirteen shall prevent the occurrence of any default or Event of Default hereunder.

Agreement of Subordination. The Company covenants and agrees, and each holder Holder of Debentures Notes issued hereunder by its acceptance thereof likewise covenants and agrees, that all Debentures Notes shall be issued subject to the provisions of this Article IV; 4, and each person Person holding any DebentureNotes, whether upon original issue or upon registration of transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions. The payment of the principal of, premium, if any, and interest Interest on all Debentures Notes (including, but not limited to, the applicable redemption price or repurchase price with respect to the Debentures to be redeemed Notes called for redemption in accordance with Section 3.01, Section 3.02 or repurchased, as provided in this IndentureSection 3.05) issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject junior in right of payment to the prior payment in full in cash or Cash Equivalents of all Senior and Senior Subordinated Indebtedness, whether outstanding at the date of this Indenture or thereafter incurred. The Company This Article 4 shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Senior and Senior Subordinated Indebtedness, and such provisions are made for the benefit of the holders of Debentures agree that the Debentures constitute "Senior Indebtedness" under the 1996 Indenture and that the Senior Subordinated Indebtedness and such holders are made obligees hereunder and any one or more of Debentures are entitled to the rights and benefits of a holder of "Senior Indebtedness" under the 1996 Indenturethem or any Representative may enforce such provisions. No provision of this Article IV 4 shall prevent the occurrence of any default Default or Event of Default hereunderhereunder or have any effect on the rights of the Holders of the Notes or the Trustee to accelerate the maturity of the Notes.

Agreement of Subordination. The Company covenants and agrees, and each holder of Debentures Debentureholder issued hereunder by its acceptance thereof likewise covenants and agrees, that all Debentures shall be issued subject to the provisions of this Article IV; 4, and each person Person holding any Debenture, whether upon original issue or upon registration of transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions. The payment of the principal of, premiumconversion payments on, interest on (including Liquidated Damages, if any, and interest ) or any other amounts due on all Debentures (including, but not limited to, the redemption price or repurchase price with respect to the Debentures to be redeemed called for redemption in accordance with Section 3.02, submitted for purchase in accordance with Section 3.05 or repurchasedsubmitted for repurchase in accordance with Section 3.06 or upon conversion of the Debentures in accordance with Article 15, as the case may be, as provided in this Indenture) 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 of all Senior IndebtednessDebt, whether outstanding at the date of this Indenture or thereafter incurred. The Company and the holders of Debentures agree that the Debentures constitute "Senior Indebtedness" under the 1996 Indenture and that the holders of Debentures are entitled to the rights and benefits of a holder of "Senior Indebtedness" under the 1996 Indenture. No provision of this Article IV 4 shall prevent the occurrence of any default or Event of Default hereunder.

Agreement of Subordination. The Company Issuer covenants and agrees, and each holder Holder of Debentures Securities issued hereunder by its his acceptance thereof likewise covenants and agrees, that all Debentures Securities shall be issued subject to the provisions of this Article IVThirteen; and each person Person holding any DebentureSecurity, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions. The payment of the principal of, premium, if any, and interest on all Debentures Securities (including, but not limited to, the redemption price or repurchase price Redemption Price with respect to the Debentures Securities called for redemption in accordance with Article Eleven, or the Repurchase Price with respect to be redeemed or repurchasedSecurities submitted for repurchase in accordance with Article Fourteen, as the case may be, as provided in this IndentureIndenture and Additional Amounts, if any, and Liquidated Damages, if any) 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 of all Senior IndebtednessIndebtedness of the Issuer, whether outstanding at the date of this Indenture or thereafter incurred. The Company and the holders of Debentures agree that the Debentures constitute "Senior Indebtedness" under the 1996 Indenture and that the holders of Debentures are entitled to the rights and benefits of a holder of "Senior Indebtedness" under the 1996 Indenture. No provision of this Article IV Thirteen shall prevent the occurrence of any default or Event of Default hereunder.

Agreement of Subordination. The Company Payor covenants and agrees, and each holder of Debentures issued hereunder by its acceptance thereof the Payee likewise covenants and agrees, that all Debentures shall be issued subject to the provisions of this Article IV; and each person holding any Debenture, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions. The payment of the principal of, premium, if any, and interest on all Debentures (including, but not limited to, the redemption price or repurchase price with respect to the Debentures to be redeemed or repurchased, as provided in this Indenturei) issued hereunder shall, to the extent and in the manner hereinafter set forthforth in this Section 7, be subordinated the obligations of the Company to pay the principal of and subject accrued interest on this Subordinated Convertible Note (the "Obligations") are hereby expressly made subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, up to $15,000,000 in principal amount of and interest on the Inventory Financing whether outstanding at the date hereof or hereinafter incurred (such Indebtedness not in excess of this Indenture or thereafter incurred. The Company and $15,000,000 being hereinafter referred to as the holders of Debentures agree that the Debentures constitute "Senior Indebtedness" under "); (ii) the 1996 Indenture and that subordination is solely for the benefit of any holders of Debentures are entitled to the rights Senior Indebtedness; and benefits of a (iii) each holder of "Senior Indebtedness" under Indebtedness whether now outstanding or hereinafter created, incurred, assumed or guaranteed shall be deemed to have extended or acquired such Senior Indebtedness in reliance upon the 1996 Indenturecovenants and provisions contained herein. No provision of Notwithstanding the foregoing, nothing in this Article IV Section 7 shall prevent the occurrence conversion of any default or Event this Subordinated Convertible Note into shares of Default hereunderSeries B Stock in accordance with the terms hereof.

Agreement of Subordination. The Company covenants and agrees, and each holder of Debentures Notes issued hereunder by its acceptance thereof likewise covenants and agrees, that all Debentures Notes shall be issued subject to the provisions of this Article IV; and each person holding any DebentureNote, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions. The payment of the principal of, premium, if any, and interest (including Liquidated Damages, if any) on all Debentures Notes (including, but not limited to, the redemption price or with respect to the Notes called for redemption in accordance with Section 3.2, the repurchase price with respect to the Debentures to be redeemed or repurchasedNotes submitted for repurchase in accordance with Article XVI and the Make-Whole Payment, if any, in accordance with Section 15.11, as the case may be, as provided in this the Indenture) 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 of all Senior IndebtednessObligations, whether outstanding at the date of this Indenture or thereafter incurred. The Company and the holders of Debentures agree that the Debentures constitute "Senior Indebtedness" under the 1996 Indenture and that the holders of Debentures are entitled to the rights and benefits of a holder of "Senior Indebtedness" under the 1996 Indenture. No provision of this Article IV shall prevent the occurrence of any default or Event of Default hereunder.

Agreement of Subordination. The Company covenants and agrees, and each holder of Debentures issued hereunder by its acceptance thereof likewise covenants and agrees, that all Debentures shall be issued subject to the provisions of this Article IVIndenture; and each person holding any Debenture, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions. The payment of the principal of, premium, if any, and interest interest, including Additional Interest, if any, on all Debentures (including, but not limited to, the redemption price Redemption Price, Principal Return, Repurchase Price or repurchase price Fundamental Change Repurchase Price with respect to the Debentures to be redeemed or repurchased, as provided in this the Indenture) 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 of all Senior Indebtedness, whether outstanding at the date of this Indenture or thereafter incurred. The Company and the holders of Debentures agree that the Debentures constitute "Senior Indebtedness" under the 1996 Indenture and that the holders of Debentures are entitled to the rights and benefits of a holder of "Senior Indebtedness" under the 1996 Indenture. No provision of this Article IV Section 4.01 shall prevent the occurrence of any default or Event of Default hereunder.

Agreement of Subordination. The Company covenants and agrees, and each holder Holder of Debentures Securities issued hereunder by its his acceptance thereof likewise covenants and agrees, that all Debentures Securities shall be issued subject to the provisions of this Article IVThirteen; and each person Person holding any DebentureSecurity, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions. The payment of the principal of, premium, if any, and interest on all Debentures Securities (including, but not limited to, the redemption price or repurchase price Redemption Price with respect to the Debentures Securities called for redemption in accordance with Article Eleven, or the Repurchase Price with respect to be redeemed or repurchasedSecurities 98 108 submitted for repurchase in accordance with Article Fourteen, as the case may be, as provided in this IndentureIndenture and Additional Amounts, if any, and Additional Interest, if any) 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 of all Senior IndebtednessIndebtedness of the Company, whether outstanding at the date of this Indenture or thereafter incurred. The Company , created, assumed or guaranteed, and that these subordination provisions are for the benefit of the holders of Debentures agree that the Debentures constitute "Senior Indebtedness" under the 1996 Indenture and that the holders of Debentures are entitled to the rights and benefits of a holder of "Senior Indebtedness" under the 1996 Indenture. No provision of this Article IV Thirteen shall prevent the occurrence of any default or Event of Default hereunder.