Common use of Agreement to Subordinate Clause in Contracts

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are subordinated in right of payment, to the extent and in the manner provided in this Article X, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness and that the subordination is for the benefit of and enforceable by the holders of Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness will rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder Holder by accepting a Security agrees, that the Indebtedness evidenced by by, and all other obligations in respect of, the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness and that the subordination is for the benefit of and enforceable by the holders of Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which that is Senior Indebtedness will rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by by, and all other obligations in respect of, the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness and that the subordination is for the benefit of and enforceable by the holders of Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which that is Senior Indebtedness will rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in full in cash or Cash Equivalents of all Obligations with respect to Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other are senior unsecured, general obligations relating to of the Securities are Company, subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness of the Company, whether outstanding on the Issue Date or thereafter incurred, including the Company's obligations under the Credit Agreement, and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company Company, and only Indebtedness of the Company which is Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness and that the subordination is for the benefit of and enforceable by the holders of Senior Indebtedness. The Securities will also be effectively subordinated to any Secured Indebtedness of the Company to the extent of the value of the assets securing such Indebtedness, and to all existing and future obligations of the Company's Subsidiaries. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness will rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X shall be subject to Section 10.12.

Agreement to Subordinate. The Company agreesIssuers agree, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, payment to the extent and in the manner provided in this Article XXI, to the prior payment when due in full in cash or Cash Equivalents cash equivalents of all Specified Senior Indebtedness of the Issuers and that the subordination is for the benefit of and enforceable by the holders of such Specified Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company Issuers and only Indebtedness of the Company Issuers which is Specified Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X XI shall be subject to Section 10.1211.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu PARI PASSU with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by by, and all other obligations in respect of, the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article ARTICLE X, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness and that the subordination is for the benefit of and enforceable by the holders of Senior Indebtedness. The Securities shall in all respects rank pari passu PARI PASSU with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which that is Senior Indebtedness will rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article ARTICLE X shall be subject to Section SECTION 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder Holder by accepting a Security agrees, that the Indebtedness evidenced by the Securities including principal, interest, Contingent Interest, if any, and other obligations relating to the Securities are Liquidated Damages, if any, is subordinated in right of payment, to the extent and in the manner provided in this Article X6, to the prior payment when due in full in cash or Cash Equivalents of all Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu in right of payment with all other Senior Subordinated Indebtedness of the Company Company, including the 13% Notes, and only Indebtedness of the Company which is Senior Indebtedness will shall rank senior in right of payment to the Securities in accordance with the provisions set forth herein. All provisions of this Article X shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents full of all existing and future Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu in right of payment with all other Senior existing and future Pari Passu Indebtedness of the Company and shall rank senior in right of payment to all existing and future Subordinated Indebtedness of the Company Company; and only Indebtedness of the Company which that is Senior Indebtedness will of the Company shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu PARI PASSU with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness will of the Company shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.1210.11.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company Company, and only Indebtedness of the Company which is Senior Indebtedness will of the Company shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by obligations of the Securities and other obligations relating to Company under the Securities Guaranty (the "Obligations") are subordinated in right of payment, to the extent and in the manner provided in this Article XXIII, to the prior payment when due in full in cash or Cash Equivalents cash equivalents of all Specified Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Specified Senior Indebtedness. The Securities Obligations of the Company shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which is Specified Senior Indebtedness will shall rank senior to the Securities Guaranty in accordance with the provisions set forth herein. All provisions of this Article X shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and ------------------------- each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated ---- ----- Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness will of the Company shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness and that the subordination is for the benefit of and enforceable by the holders of Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness will rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and all other obligations relating to the Subordinated Securities Obligations are subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in full in cash or Cash Equivalents of all Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company Company, including Indebtedness under the Existing AMI Notes, and only Indebtedness of the Company which is Senior Indebtedness will of the Company shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X, to the prior payment when due in cash or Cash Equivalents full of all Senior Indebtedness of the Company, whether outstanding on the Issue Date or thereafter incurred, including the obligations of the Company under the Credit Agreement, and that the subordination is for the benefit of and enforceable by the holders of Senior Indebtedness. The Securities shall in all respects rank pari passu PARI PASSU with all other Senior Subordinated Indebtedness of the Company Company, including, without limitation, the Original Securities, and only Indebtedness of the Company which is Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness and that the subordination is for the benefit of and enforceable by the holders of Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder Holder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X, to the prior payment when due in cash or Cash Equivalents full of all Senior Indebtedness Debt, including Senior Debt incurred after the Closing Date, of the Company, and that the subordination is for the benefit of and enforceable by the holders of such Senior IndebtednessDebt. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness Debt of the Company and only Indebtedness of the Company which that is Senior Indebtedness will Debt of the Company shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions For purposes of this Article X X, the Indebtedness evidenced by the Securities shall be subject deemed to Section 10.12.include any additional interest payable pursuant to the provisions set forth in the Securities and the 77

Agreement to Subordinate. The Company agrees, and each ------------------------ Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company ---- ----- and only Indebtedness of the Company which is Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder Holder of Securities by accepting a Security agrees, that the Indebtedness indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article XArticle, to the prior payment when due in cash or Cash Equivalents full of all Senior Indebtedness and that the subordination is for the benefit of and enforceable by the holders of Senior Indebtedness. The Securities shall in all respects rank pari pasi passu with all other Senior Subordinated Indebtedness and shall rank senior to all existing and future Subordinated Indebtedness of the Company Issuer and only Indebtedness of the Company which Issuer that is Senior Indebtedness will of the Issuer shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and only Senior Indebtedness of the Company which is Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness of the Company or the applicable Subsidiary Guarantor, whether outstanding on the Issue Date or thereafter incurred, including the Company's and such Subsidiary Guarantor's obligations under the Credit Agreement, and that the subordination is for the benefit of and enforceable by the holders of Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X11, to the prior payment when due in full in cash or Cash Equivalents of all Obligations with respect to Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 11 shall be subject to Section 10.1211.12.

Agreement to Subordinate. The Company agrees, and each Securityholder ------------------------ Noteholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents full of all Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of ---- ----- the Company and only Indebtedness of the Company which that is Senior Indebtedness will of the Company shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company covenants and agrees, and each Securityholder Holder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article XThirteen (subject to the provisions of Articles Four and Twelve), to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness and that the subordination is for the benefit of and enforceable by the holders of Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated existing and future senior subordinated Indebtedness of the Company (including, without limitation, the 9% Notes) and only Indebtedness of the Company which is Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X Thirteen shall be subject to Section 10.121312.

Agreement to Subordinate. The Company agrees, and ------------------------- each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated ---- ----- Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder Holder by accepting a any Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article XXVI, to the prior payment when due in cash or Cash Equivalents of all Senior Schering Indebtedness of the Company and that the such subordination is for the benefit of and enforceable by the holders of Senior Schering Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company (other than the Schering Indebtedness), and only the Schering Indebtedness of the Company which is Senior Indebtedness will rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X XVI shall be subject to Section 10.1216.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X Arti cle 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in full in cash or Cash Equivalents of all Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu PARI PASSU with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness will of the Company shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness and other Obligations evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents of all Obligations with respect to Senior Indebtedness of the Company (whether outstanding on the Issue Date or thereafter incurred) and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu PARI PASSU with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness will of the Company shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu PARI PASSU with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness will of the Company shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder Holder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents full of all Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which that is Senior Indebtedness will of the Company shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness and other Obligations evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents of all Obligations with respect to Senior Indebtedness of the Company (whether outstanding on the Issue Date or thereafter incurred) and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu PARI PASSU with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which that is Senior Indebtedness will of the Company shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder Holder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness and that the subordination is for the benefit of and enforceable by the holders of Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with all other existing and future Pari Passu Indebtedness of the Company (including the Company's 8 3/4% Senior Subordinated Notes due 2007) and senior to all future Subordinated Indebtedness of the Company Company, and only Senior Indebtedness of the Company which is Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each ------------------------ Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are subordinated in right of payment, to the extent and in the manner provided in this Article X, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness and that the subordination is for the benefit of and enforceable by the holders of Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the ---- ----- Company and only Indebtedness of the Company which is Senior Indebtedness will rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X shall be subject to Section 10.12.. -------------

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the 94 85 prior payment when due in cash or Cash Equivalents full of all Senior Indebtedness of the Company, including the obligations of the Company under the Credit Agreement, and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which that is Senior Indebtedness will of the Company shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in full in cash or Cash Equivalents of all Obligations with respect to Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu PARI PASSU with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder Holder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in full, in cash or Cash Equivalents cash equivalents, of all existing and future Senior Indebtedness and that the subordination is for the benefit of and enforceable by the holders of Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which that is Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior IndebtednessIndebtedness of the Company. The Securities shall in all respects rank pari passu PARI PASSU with all other Senior Subordinated existing and future Pari Passu Indebtedness of the Company and senior to any future Subordinated Indebtedness of the Company, and only Senior Indebtedness of the Company which is Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder Noteholder by accepting a Security Note agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are Notes is subordinated in right of payment, to the extent and in the manner provided in this Article X, to the prior payment when due in full in cash or Cash Equivalents cash equivalents of all Senior Indebtedness of the Company whether outstanding on the Issue Date or thereafter incurred, including the Company's obligations under the Credit Agreement, and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities Notes shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and only (i) Indebtedness of the Company and (ii) all existing and future Indebtedness of any Subsidiary of the Company in each case which is Senior Indebtedness will shall rank senior to the Securities Notes in accordance with the provisions set forth herein. All provisions of this Article X shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and ------------------------ each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with ---- ----- all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and ------------------------- each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated ---- ----- Indebtedness of the Company and only Senior Indebtedness of the Company which is Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in full in cash or Cash Equivalents of all Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu PARI PASSU with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness and other Obligations evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents of all Obligations with respect to Senior Indebtedness of the Company (whether outstanding on the Issue Date or thereafter incurred) and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which that is Senior Indebtedness will of the Company shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each Each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities, including, without limitation, principal and interest on, and all other amounts owing in respect of, such Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents full of all Senior Indebtedness and that the subordination is for the benefit of and enforceable by the holders of Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness will shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.

Agreement to Subordinate. The Company agrees, and each ------------------------- Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities and other obligations relating to the Securities are is subordinated in right of payment, to the extent and in the manner provided in this Article X10, to the prior payment when due in cash or Cash Equivalents of all Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of ---- ----- the Company and only Indebtedness of the Company which is Senior Indebtedness will of the Company shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article X 10 shall be subject to Section 10.12.