Common use of Senior Indebtedness Clause in Contracts

Senior Indebtedness. The Obligations constitute "Senior Indebtedness" of the Borrower under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note Indenture.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower ” and “Designated Senior Indebtedness” under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureDocuments.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor ” under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" terms of such Guarantor under and as defined any Indebtedness that is subordinated in right of payment to the Senior Subordinated Note IndentureObligations.

Senior Indebtedness. (a) The Obligations constitute "“Senior Indebtedness" ” of the Borrower under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "“Guarantor Senior Indebtedness" ” of such Guarantor under and as defined in the Senior Subordinated Notes Indenture. (b) The Obligations have been created utilizing the basket set forth in Section 3.3(b)(i) of each of the Senior Subordinated Note Indenture and the Holdings Discount Note Indenture.

Senior Indebtedness. The Obligations constitute (a) "Designated Senior IndebtednessDebt" of the Borrower under and as defined in the 2008 Subordinated Notes Indenture and (b) "Designated Exchange Debenture Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior IndebtednessDebt" of such Guarantor under and as defined in the Senior Subordinated Note Exchange Debenture Indenture.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" Debt” and “Designated Senior Debt” of the Borrower under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor “Senior Indebtedness" Debt” of such Guarantor under and as defined in the Senior Subordinated Note Indenture.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor ” under and as defined in the Senior Subordinated Note Indenture.

Senior Indebtedness. The Cause the Obligations to constitute "“Senior Indebtedness" of the Borrower ”, “Designated Senior Indebtedness” or any similar designation under and as defined in the Senior any agreement governing any Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note Indenture.

Senior Indebtedness. The Obligations constitute "“Designated Senior Indebtedness" ” of the Borrower under and as defined in the Senior Subordinated Note Indenture. The obligations In furtherance thereof, and for avoidance of each Guarantor under doubt, the Guarantee and Collateral Agreement constitute "Guarantor Senior Borrower hereby designates all “Indebtedness" of such Guarantor under and ” (as defined in the Senior Subordinated Note Indenture in existence on the date hereof) under this Agreement as “Designated Senior Indebtedness” for purposes of the Senior Subordinated Note Indenture.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" ” and “Designated Senior Indebtedness” (or any term of the Borrower similar import) under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior any subordinated Indebtedness that is Material Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note Indenture.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower ” under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureNotes Documents.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower ” and “Designated Senior Indebtedness” under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureConvertible Notes Documents.

Senior Indebtedness. The Obligations constitute -------------------- "Senior Indebtedness" of the Borrower under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureDebt Documents.

Senior Indebtedness. The Obligations constitute "Senior Indebtedness" of the Borrower under and as defined in the Senior Subordinated 10% Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureDocuments.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower ” under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureDebt Documents.

Senior Indebtedness. The Obligations constitute "Senior Indebtedness" of the Borrower under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee Purchase Agreement and Collateral Agreement will constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior other Subordinated Note IndentureDebt Documents.

Senior Indebtedness. The Obligations constitute "“Designated Senior Indebtedness" of the Borrower under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor ” under and as defined in the Senior Subordinated Note Indenture.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower ” and “Designated Senior Debt” under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureDocuments.

Senior Indebtedness. The Obligations constitute "Senior Indebtedness" of the Borrower under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureNotes Documents.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower ” under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureDocuments.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower ” under and as defined in the Existing Senior Subordinated Note Indenture. The obligations of each Guarantor under Notes and the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Existing Senior Subordinated Note Indenture.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower ” under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Convertible Subordinated Note Indenture.

Senior Indebtedness. The Obligations constitute "Designated Senior Indebtedness" of the Borrower under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note Indenture.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" ” of the Borrower respective Borrowers under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note Notes Indenture.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" ” of the Borrower under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureIndentures.

Senior Indebtedness. The Obligations constitute "Senior Indebtedness" of the Borrower under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note Indenture.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower ” and “Designated Senior Indebtedness” under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureExisting Sunterra Notes Documents.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower ” and “Designated Senior Indebtedness” under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under Documents to the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of extent such Guarantor under and as terms are defined in the Senior Subordinated Note Indenturetherein.

Senior Indebtedness. The Obligations constitute "Senior Indebtedness" of the Borrower under and as defined in the Senior any applicable Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureIndebtedness Agreement.

Senior Indebtedness. The Obligations constitute "Senior Indebtedness" and "Designated Senior Indebtedness" of the Borrower under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note Indenture.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" ” of the Borrower under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note Indenture.

Senior Indebtedness. The Obligations constitute "senior “Senior Indebtedness" ” or “Designated Senior Indebtedness” under any documents evidencing or governing any Subordinated Indebtedness entitled to the benefits of the Borrower under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" subordination provisions, if any, of such Guarantor under and as defined in the Senior Subordinated Note IndentureIndebtedness.

Senior Indebtedness. The Obligations constitute "Senior Indebtedness" within the meaning of the Borrower under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note Convertible Debenture Indenture.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower under ” and “Designated Senior Indebtedness” under, and as defined in in, the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureDebt Documents.

Senior Indebtedness. The Obligations constitute "Senior Indebtedness" of the Borrower under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Bridge Loan Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior and, if applicable, any Subordinated Note IndentureIndebtedness Agreement.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower ” under and as defined in the Subordinated Debt Documents and Senior Subordinated Note Indenture. The obligations of each Guarantor under Unsecured Debt Documents, entitled to the Guarantee benefits and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note Indentureprovisions provided for therein.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower ” under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureNotes Documents.

Senior Indebtedness. The Obligations shall constitute "Senior Indebtedness" within the meaning of the Borrower instruments under and as defined in the Senior which any Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureDebt is outstanding.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower under ” and “Designated Senior Indebtedness” under, and as defined in in, the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureDebt Documents.

Senior Indebtedness. The Obligations constitute "Senior Indebtedness" of the Borrower under and (as defined in the Indenture) and "Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior IndebtednessDebt" of such Guarantor under and (as defined in the Senior Subordinated Note IndenturePeoria Intercreditor Agreement).

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower ” and “Designated Senior Indebtedness” under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureDebt Documents.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower ” under and as defined in the Existing Senior Subordinated Note Indenture. The obligations of each Guarantor under Notes and the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Existing Subordinated Note Indenture.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower ” under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureIntercreditor Agreement.

Senior Indebtedness. The Obligations constitute "Senior Indebtedness" Indebtedness of the Borrower under Guarantor," "Senior Indebtedness of the Issuer" and "Senior Indebtedness of the Company" as each of such terms is defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under 1997 Notes Indenture and the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note 9x% Notes Indenture.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower ” under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndenturePermitted Convertible Debt Documents.

Senior Indebtedness. The Obligations constitute "Senior Indebtedness" of the Borrower under and as defined in the Senior indenture governing the Existing Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureNotes.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" ” and “Designated Senior Indebtedness” of the Borrower under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note Indenture.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor ” under the Guarantee Indenture and Collateral Agreement constitute "Guarantor have all the rights associated with Senior Indebtedness" of such Guarantor Indebtedness under and as defined in the Senior Subordinated Note Indenture, including without limitation under Article XI thereof.

Senior Indebtedness. The Obligations constitute "Senior (a) ”Bank Indebtedness" of the Borrower ” under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee Notes Documents and Collateral Agreement constitute "Guarantor (b) ”Senior Indebtedness" of such Guarantor ” or a comparable term under and as defined in the Senior documentation governing any Additional Subordinated Note IndentureDebt.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower under ” and “Permitted Indebtedness” as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note Indenture.

Senior Indebtedness. The Term Obligations constitute "“Senior Indebtedness" of the Borrower ” and “Designated Senior Indebtedness” under and as defined in the New Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureDocuments.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower Debt” and “Designated Senior Debt” under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note Indenturedefinitive documentation pertaining to subordinated indebtedness permitted hereunder.

Senior Indebtedness. The Obligations constitute "Senior Indebtedness" of the Borrower under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureNotes.

Senior Indebtedness. The Obligations constitute "Senior Indebtedness" of the Borrower under and as defined in the Senior New Subordinated Note Indenture. The obligations of each Guarantor under Documents and the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated New Holdings Note IndentureDocuments.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower ” and “Designated Senior Indebtedness” under and as defined in the Senior Subordinated Note Indenture. The obligations Existing Notes and any other subordinated debt of each Guarantor under the Guarantee Borrower, entitled to the benefits and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note Indentureprovisions provided for therein.

Senior Indebtedness. The Obligations constitute "Senior Indebtedness" of the Borrower under and as defined in the Senior Existing Subordinated Note Indenture. The obligations of each Guarantor under Documents and the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureExisting Holdings Notes.

Senior Indebtedness. The Obligations constitute -------------------- "Designated Senior Indebtedness" of the Borrower under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureDebt Documents.

Senior Indebtedness. The Obligations constitute "Senior Indebtedness" of the Borrower under and "Designated Senior Indebtedness" under, and as defined in in, the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureDebt Documents.

Senior Indebtedness. The Obligations constitute "“Senior Debt” or “Senior Indebtedness" of the Borrower under ”, as applicable, and “Designated Senior Debt” or “Designated Senior Indebtedness”, as applicable, under, and as defined in in, and for the Senior purposes of, the Existing Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureNotes Indentures.

Senior Indebtedness. The All Obligations constitute "Senior Indebtedness" of under (i) the Borrower under and as defined in the Senior Subordinated Note Indenture. The obligations of Documents and each Guarantor under agreement that extends, renews or replaces the Guarantee Subordinated Notes and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined (ii) each document evidencing the subordinated indebtedness referred to in the Senior Subordinated Note IndentureSection 9.01(xi) or (xiii).

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower ” under and as defined in the Senior Subordinated Convertible Note Indenture. The obligations of each Guarantor under Documents, entitled to the Guarantee benefits and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note Indentureprovisions provided for therein.

Senior Indebtedness. The Obligations constitute "Senior IndebtednessDebt" and the Indebtedness hereunder constitutes "Designated Senior Debt" of the Borrower under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note Indenture.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower ” and “Designated Senior Indebtedness” under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureDocuments.

Senior Indebtedness. The Obligations constitute "“Senior Debt” or “Senior Indebtedness" of the Borrower ”, as applicable, and “Designated Senior Debt” or “Designated Senior Indebtedness”, as applicable, under and as defined in in, and for the Senior purposes of, the Existing Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureNotes Indentures.

Senior Indebtedness. The Obligations constitute "Senior Indebtedness," as such term is defined in each of the Borrower under and as defined in subordination agreements relating to the Senior Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureSeller Notes.

Senior Indebtedness. The Obligations constitute "Designated Senior Indebtedness" of the Borrower under and as defined in the each Senior Subordinated Note Indenture. The obligations In furtherance thereof, and for avoidance of each Guarantor under doubt, the Guarantee and Collateral Agreement constitute Company hereby designates all "Guarantor Senior Indebtedness" of such Guarantor under and (as defined in the Senior Subordinated Note IndentureIndentures in existence on the date hereof) under such existing Senior Subordinated Note Indentures as "Designated Senior Indebtedness" for purposes of such Senior Subordinated Note Indentures.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower ” under and as defined in the Senior Subordinated Note Indenture. The obligations of each Guarantor under documentation governing any Indebtedness that is subordinated to the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureObligations.

Senior Indebtedness. The Obligations constitute "Designated Senior Indebtedness" of the Borrower under and as defined in the each Senior Subordinated Note Indenture. The obligations In furtherance thereof, and for avoidance of each Guarantor under doubt, the Guarantee and Collateral Agreement constitute Company hereby designates all "Guarantor Senior Indebtedness" of such Guarantor under and (as defined in the Senior Subordinated Note IndentureIndentures in existence on the date hereof) under this Agreement as "Designated Senior Indebtedness" for purposes of such Senior Subordinated Note Indentures.

Senior Indebtedness. The Obligations constitute "“Senior Indebtedness" of the Borrower ” under and as defined in the Senior Convertible Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureDebt Documents.

Senior Indebtedness. The Obligations constitute "Senior ------------------- Indebtedness" of the Borrower under and as defined in the Senior Existing Subordinated Note Indenture. The obligations of each Guarantor under the Guarantee Debt Documents and Collateral Agreement constitute "Guarantor Senior Indebtedness" of such Guarantor under and as defined in the Senior Subordinated Note IndentureDocuments.