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 the Notes, by its acceptance thereof, likewise covenants and agrees, that all Notes shall be issued subject to the provisions of this Article Ten; and each Person holding any Note, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees that the payment of all Obligations on the Notes by the Company shall, to the extent and in the manner herein set forth, be subordinated and junior in right of payment to the prior payment in full in cash of all Senior Indebtedness of the Company; that the subordination is for the benefit of, and shall be enforceable directly by, the holders of Senior Indebtedness of the Company, and that each holder of Senior Indebtedness of the Company whether now outstanding or hereafter created, incurred, assumed or guaranteed shall be deemed to have acquired Senior Indebtedness of the Company in reliance upon the covenants and provisions contained in this Indenture and the Notes. Only Indebtedness of the Company that is Senior Indebtedness of the Company will rank senior to the Notes in accordance with the provisions of the Indenture. The Notes will in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company. Unsecured Indebtedness is not deemed to be subordinated or junior to secured Indebtedness merely because it is unsecured. The terms of the subordination provisions described in this Article Ten shall not apply to payments from money or the proceeds of U.S. Government Obligations in trust by the Trustee for the payment of principal and interest on the Notes pursuant to the provisions described in Article Eight unless such payments were in violation of Designated Senior Indebtedness.

Notes Subordinated to Senior Indebtedness. (a) The Company ----------------------------------------- covenants and agrees, and each Holder of the Notes, by its acceptance thereof, likewise accepting a Note covenants and agrees, that all Notes shall be issued subject to (i) the provisions of this Article Ten; and each Person holding any NoteIndebtedness evidenced by the Notes, whether upon original issue or upon transferincluding, assignment or exchange thereofbut not limited to, accepts and agrees that the payment of all Obligations Accreted Value, principal of, premium, if any, interest, Additional Amounts, if any, and Liquidation Damages, if any, on the Notes by Notes, and any other payment obligation of the Company shallin respect of the Notes (including any obligation to repurchase the Notes) is subordinated in right of payment, to the extent and in the manner herein set forthprovided in this Article, be subordinated and junior in right of payment to the prior payment in full in cash or Cash Equivalents of all Senior Indebtedness of the Company (whether outstanding on the date hereof or hereafter Incurred) (including, without limitation, the Company; that 's obligations under the Senior Notes) and (ii) the subordination is for the benefit of, and shall be enforceable directly by, of the holders Holders of Senior Indebtedness of the Company, and that each holder of Senior Indebtedness of the Company whether now outstanding or hereafter created, incurred, assumed or guaranteed shall be deemed to have acquired Senior Indebtedness of the Company in reliance upon the covenants and provisions contained in this Indenture and the Notes. Only Indebtedness of the Company that is Senior Indebtedness of the Company will rank senior to the Notes in accordance with the provisions of the IndentureIndebtedness. The Notes will shall rank in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company. Unsecured The Notes shall rank senior in all respects to all existing and future Indebtedness is not deemed to be subordinated or junior to secured Indebtedness merely because it is unsecured. The terms of the subordination provisions described in this Article Ten Company that is neither Senior Indebtedness nor Senior Subordinated Indebtedness and only Indebtedness of the Company that is Senior Indebtedness shall not apply rank senior to payments from money or the proceeds of U.S. Government Obligations in trust by the Trustee for the payment of principal and interest on the Notes pursuant to in accordance with the provisions described in Article Eight unless such payments were in violation of Designated Senior Indebtednessset forth herein.

Notes Subordinated to Senior Indebtedness. (a) The Company ----------------------------------------- covenants and agrees, and each Holder of the Notes, by its acceptance thereof, likewise accepting a Note covenants and agrees, that all Notes shall be issued subject to (i) the provisions of this Article Ten; and each Person holding any NoteIndebtedness evidenced by the Notes, whether upon original issue or upon transferincluding, assignment or exchange thereofbut not limited to, accepts and agrees that the payment of all Obligations principal of, premium, if any, interest, Additional Amounts, if any, and Liquidation Damages, if any, on the Notes by Notes, and any other payment obligation of the Company shallin respect of the Notes (including any obligation to repurchase the Notes) is subordinated in right of payment, to the extent and in the manner herein set forthprovided in this Article, be subordinated and junior in right of payment to the prior payment in full in cash or Cash Equivalents of all Senior Indebtedness of the Company (whether outstanding on the date hereof or hereafter Incurred) (including, without limitation, the Company; that 's obligations under the Senior Notes) and (ii) the subordination is for the benefit of, and shall be enforceable directly by, of the holders Holders of Senior Indebtedness of the Company, and that each holder of Senior Indebtedness of the Company whether now outstanding or hereafter created, incurred, assumed or guaranteed shall be deemed to have acquired Senior Indebtedness of the Company in reliance upon the covenants and provisions contained in this Indenture and the Notes. Only Indebtedness of the Company that is Senior Indebtedness of the Company will rank senior to the Notes in accordance with the provisions of the IndentureIndebtedness. The Notes will shall rank in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company. Unsecured The Notes shall rank senior in all respects to all existing and future Indebtedness is not deemed to be subordinated or junior to secured Indebtedness merely because it is unsecured. The terms of the subordination provisions described in this Article Ten Company that is neither Senior Indebtedness nor Senior Subordinated Indebtedness and only Indebtedness of the Company that is Senior Indebtedness shall not apply rank senior to payments from money or the proceeds of U.S. Government Obligations in trust by the Trustee for the payment of principal and interest on the Notes pursuant to in accordance with the provisions described in Article Eight unless such payments were in violation of Designated Senior Indebtednessset forth herein.

Notes Subordinated to Senior Indebtedness. The Company covenants Anything herein to the contrary notwithstanding, the Company, for itself and agreesits successors, and each Holder Holder, by his or her acceptance of the Notes, by its acceptance thereof, likewise covenants and agrees, that all Notes shall be issued subject to the provisions of this Article Ten; and each Person holding any Note, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees that the payment of all Obligations on owing to the Holders in respect of the Notes by the Company shallis subordinated, to the extent and in the manner herein set forthprovided in this Article Ten, be subordinated and junior in right of payment to the prior payment in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Indebtedness, of all Obligations due in respect of Senior Indebtedness (including the Obligations with respect to the Senior Credit Facilities and the Senior Notes, whether outstanding on the Issue Date or thereafter Incurred). Notwithstanding anything contained in this Article Ten to the contrary, payments and distributions (A) of Permitted Junior Securities and (B) made relating to the Notes from the trust established pursuant to Article Eight shall not be so subordinated in right of payment, so long as, with respect to (B), (i) the conditions specified in Article Eight (without any waiver or modification of the Company; requirement that the subordination is deposits pursuant thereto do not conflict with the terms of the Senior Credit Facilities and the Senior Notes or any other Senior Indebtedness) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of this Article Ten or Section 11.02 of this Indenture when made. This Article Ten shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of, and shall be enforceable directly by, of the holders of Senior Indebtedness and such holders are made obligees hereunder and any one or more of the Company, and that each holder of Senior Indebtedness of the Company whether now outstanding or hereafter created, incurred, assumed or guaranteed shall be deemed to have acquired Senior Indebtedness of the Company in reliance upon the covenants and provisions contained in this Indenture and the Notes. Only Indebtedness of the Company that is Senior Indebtedness of the Company will rank senior to the Notes in accordance with the provisions of the Indenture. The Notes will in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company. Unsecured Indebtedness is not deemed to be subordinated or junior to secured Indebtedness merely because it is unsecured. The terms of the subordination provisions described in this Article Ten shall not apply to payments from money or the proceeds of U.S. Government Obligations in trust by the Trustee for the payment of principal and interest on the Notes pursuant to the provisions described in Article Eight unless them may enforce such payments were in violation of Designated Senior Indebtednessprovisions.

Notes Subordinated to Senior Indebtedness. The Company covenants and agrees, and each Holder of the Notes, by its acceptance thereof, likewise covenants and agrees, that all Notes shall be issued subject to the provisions of this Article Ten; and each Person holding any Note, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees that the payment of all Obligations on the Notes by the Company shall, to the extent and in the manner herein set forth, be subordinated and junior in right of payment to the prior payment in full in cash of all Senior Indebtedness of the Company; that the subordination is for the benefit of, and shall be enforceable directly by, the holders of Senior Indebtedness of the Company, and that each holder of Senior Indebtedness of the Company whether now outstanding or hereafter created, incurred, assumed or guaranteed Guaranteed shall be deemed to have acquired Senior Indebtedness of the Company in reliance upon the covenants and provisions contained in this Indenture and the Notes. Only Indebtedness of the Company that is Senior Indebtedness of the Company will shall rank senior to the Notes in accordance with the provisions of the Indenture. The Notes will shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company. Unsecured Indebtedness is not deemed to be subordinated or junior to secured Indebtedness merely because it is unsecured. The terms of the subordination provisions described in this Article Ten shall not apply to payments from money or the proceeds of U.S. Government Obligations in trust by the Trustee for the payment of principal and interest on the Notes pursuant to the provisions described in Article Eight unless such payments were in violation of Designated Senior Indebtedness.