Extract to table

As a condition to the Senior Lender's consent to the issuance of the Notes, and as a condition to the closing of the transactions contemplated by the Note Purchase Agreement, the Parties desire to set forth the relative priorities and rights of the Senior Lender and the Junior Creditors with respect to the Senior Debt and the Junior Debt, and to establish the terms upon which the Junior Debt shall be subordinated to the Senior Debt; and F

As used in this Agreement, the following terms shall have the meanings set forth below

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Senior Loan Agreement or the Note Purchase Agreement, as applicable, unless the context otherwise requires

For purposes of this Agreement, references to the payment obligations of the Company upon a Change of Control shall include, without limitation, the obligation to pay the Junior Creditors the greater of (i) two times (2

For purposes of this definition, payments that are subject to any right of return, clawback, avoidance, recovery, or disgorgement under any applicable law (including Sections 547 and 548 of the Bankruptcy Code) shall not constitute "indefeasible payment

"Subordination Period" means the period commencing on the Effective Date and continuing until the first to occur of (a) the Payment in Full of all Senior Debt and the termination of all commitments under the Senior Loan Agreement, and (b) the Payment in Full of all Junior Debt (including by Conversion into equity securities of the Company, which shall be deemed to constitute payment in full of the converted portion of the Junior Debt for purposes of this definition)