Common use of Notes Subordinated to Senior Indebtedness Clause in Contracts

Notes Subordinated to Senior Indebtedness. The Company covenants and agrees, and each holder of Notes by his acceptance thereof likewise covenants and agrees, that all Notes are subject to the provisions of this Article 5; and each Person holding any Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions and acknowledges that such provisions are for the benefit of, and shall be enforceable directly by, the holders of Senior Indebtedness. Each Holder of Notes authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate, in the sole discretion of the Trustee, to acknowledge or effectuate the subordination between the Holders of Notes and the Holders of Senior Indebtedness as provided in this Article and appoints the Trustee as such Holder's attorney-in-fact for any and all such purposes. The payment of the principal of, premium, if any, and interest on and any other payment due pursuant to this First Supplemental Indenture or any Notes issued under the First Supplemental Indenture (including, without limitation, the payment or deposit of the Redemption Price or Repurchase Price pursuant to Article 3 and any deposit pursuant to Section 6.02) 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 First Supplemental Indenture or thereafter created, incurred, assumed or guaranteed.

Notes Subordinated to Senior Indebtedness. The Company covenants and agrees, and each holder of Notes you, by his your acceptance thereof likewise covenants and agrees, that all Notes are subject to the provisions of this Article 5; and each Person holding any Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions and acknowledges that such provisions are for the benefit of, and shall be enforceable directly by, the holders of Senior Indebtedness. Each Holder of Notes authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate, in the sole discretion of the TrusteeNotes, to acknowledge or effectuate agrees that the subordination between the Holders of Notes and the Holders of Senior Indebtedness as provided in this Article and appoints the Trustee as such Holder's attorney-in-fact for any and all such purposes. The payment of the principal of, premium, if any, and interest on and any other payment due pursuant to this First Supplemental Indenture or any the Notes issued under the First Supplemental Indenture (including, without limitation, the payment or deposit of the Redemption Price or Repurchase Price pursuant to Article 3 and any deposit pursuant to Section 6.02) shallis subordinated, to the extent and in the manner hereinafter set forthprovided in this Section 4, be subordinated and subject in right of payment to the prior payment in full full, in cash or cash equivalents, of all Senior Indebtedness. This Section 4 shall constitute a continuing covenant to all persons who, whether outstanding in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the holders of Senior Indebtedness, and such holders are made obligees hereunder and any one or more of them may enforce such provisions. As a holder of Notes you agree that whatever right, title and interest, if any, that you have or may hereafter have in and to any assets provided to secure the principal of or premium or interest on the Notes, excluding the right to convert the Notes to Common Stock as provided in Section 1.4, shall at all times and in all respects be subject and subordinate to the date right, title and interest (including security interest) in any such assets, if any, provided to secure the Senior Indebtedness unless and until the Senior Indebtedness has been paid in full in cash or cash equivalent. You agree that any and all right to set off any Indebtedness, obligation or liabilities you owe to the Company against the principal of or premium, or interest on the Notes and the right to assert any counterclaim in respect thereof is subject to the subordination provisions of this First Supplemental Indenture Section 4 and shall not be asserted unless and until the Senior Indebtedness has been paid in full in cash or thereafter created, incurred, assumed cash equivalents (or guaranteedsuch payment has been duly provided for).

Notes Subordinated to Senior Indebtedness. The Company covenants and agrees, and each holder of Notes you, by his your acceptance thereof likewise covenants and agrees, that all Notes are subject to the provisions of this Article 5; and each Person holding any Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions and acknowledges that such provisions are for the benefit of, and shall be enforceable directly by, the holders of Senior Indebtedness. Each Holder of Notes authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate, in the sole discretion of the TrusteeNotes, to acknowledge or effectuate agrees that the subordination between the Holders of Notes and the Holders of Senior Indebtedness as provided in this Article and appoints the Trustee as such Holder's attorney-in-fact for any and all such purposes. The payment of the principal of, premium, if any, and interest on and any other payment due pursuant to this First Supplemental Indenture or any the Notes issued under the First Supplemental Indenture (including, without limitation, the payment or deposit of the Redemption Price or Repurchase Price pursuant to Article 3 and any deposit pursuant to Section 6.02) shallis subordinated, to the extent and in the manner hereinafter set forthprovided in this Section 4, be subordinated and subject in right of payment to the prior payment in full full, in cash or cash equivalents, of all Senior Indebtedness. This Section 4 shall constitute a continuing covenant to all persons who, whether outstanding in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the holders of Senior Indebtedness, and such holders are made obligees hereunder and any one or more of them may enforce such provisions. As a holder of Notes you agree that whatever right, title and interest, if any, that you have or may hereafter have in and to any assets provided to secure the principal of or premium or interest on the Notes, excluding the right to convert the Notes to Common Stock as provided in Section 1.4, shall at all times and in all respects be subject and subordinate to the date right, title and interest (including security interest) in any such assets, if any, provided to secure the Senior Indebtedness unless and until the Senior Indebtedness has been paid in full in cash or cash equivalent. You agree that any and all right to set off any Indebtedness, obligation or liabilities you owe to the Company against the principal of or premium, or interest on the Notes and the right to assert any counterclaim in respect thereof is subject to the subordination provisions of this First Supplemental Indenture Section 4 and shall not be asserted unless and until the Senior Indebtedness has been paid in full in cash or thereafter created, incurred, assumed cash equivalents (or guaranteed.such payment has been duly provided for). SECTION 4.2

Notes Subordinated to Senior Indebtedness. The Company Issuer covenants and agrees, and each holder of Notes Holder by his acceptance thereof likewise covenants and agrees, that all Notes are subject to the provisions of this Article 5XI; and each Person holding any Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions and acknowledges that such provisions are for the benefit of, and shall be enforceable directly by, the holders of Senior Indebtedness. Each Holder of Notes authorizes and directs the Trustee on such Holder's ’s behalf to take such action as may be necessary or appropriate, in the sole discretion of the Trustee, to acknowledge or effectuate the subordination between the Holders of Notes and the Holders holders of Senior Indebtedness as provided in this Article XI and appoints the Trustee as such Holder's ’s attorney-in-fact for any and all such purposes. The payment of the principal of, premium, if any, and interest Interest on and any other payment due pursuant to this First Supplemental Indenture or any Notes issued under the First Supplemental Indenture hereunder (including, without limitation, the payment or deposit of the Redemption Price or Repurchase Price Change of Control Payment pursuant to Article 3 and any deposit pursuant to Section 6.02III) 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 First Supplemental Indenture Issue Date or thereafter created, incurred, assumed or guaranteed. Each Holder by accepting a Note acknowledges and agrees that the subordination provision set forth in this Article XI are, and are intended to be, an inducement and consideration to each holder of any Senior Indebtedness of the Issuer, whether such Senior Indebtedness was created before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness, and such holder of Senior Indebtedness shall be deemed conclusively to have relied upon such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness, and such holder is made an obligee hereunder and may enforce directly such subordination provisions.