Common use of Subordination of Guarantees Clause in Contracts

Subordination of Guarantees. Each Guarantor agrees, and each Holder by accepting a Note and the Guarantees agrees, that the payment of all Obligations on the Notes pursuant to the Guarantees is subordinated in right of payment, to the extent and in the manner provided in Article 10, to the prior payment of all Senior Indebtedness guaranteed by such Guarantor and the subordination set forth herein is for the benefit of and enforceable by the holders of Senior Indebtedness. Each Holder by accepting a Note authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Holders and the holders of Senior Indebtedness as provided in this Section 11.03 and appoints the Trustee as attorney-in-fact for any and all such purposes. Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provision is, and is intended to be, an inducement and a consideration to each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired 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 on such subordination provisions in acquiring and continuing to hold, such Senior Indebtedness. No right of any holder of Senior Indebtedness to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any act or failure to act by the Company or Holdings by the failure of either to comply with this Indenture.

Subordination of Guarantees. Each The obligations of each Guarantor agrees, and each Holder by accepting a Note and the Guarantees agrees, that the payment of all Obligations on the Notes under its Guarantee pursuant to the Guarantees this Article XI is subordinated in right of paymentpayment to the prior payment in full in cash of all Senior Debt of such 92 102 Guarantor on the same basis as the Notes are subordinated to Senior Debt of the Company. For the purposes of the foregoing sentence, the Trustee and the Holders shall have the right to receive and/or retain payments by any of the Guarantors only at such times as they may receive and/or retain payments in respect of Notes pursuant to this Indenture, including Article XII hereof. In the event that the Trustee or the Holders receive any Guarantor payment at a time when such payment is prohibited by the foregoing sentence, such Guarantor payment shall be held for the benefit of, and paid over and delivered to, the holders of the Senior Debt of such Guarantor remaining unpaid, to the extent necessary to pay in full all such Senior Debt. In the event that a Holder receives any Guarantor payment at a time when such payment is prohibited by the foregoing sentence, such Guarantor payment shall be held for the benefit of, and in paid over and delivered to, the manner provided in Article 10holders of the Senior Debt of such Guarantor remaining unpaid, to the prior payment of extent necessary to pay in full all such Senior Indebtedness guaranteed by such Guarantor and the subordination set forth herein is for the benefit of and enforceable by the holders of Senior IndebtednessDebt. Each Holder by accepting of a Note by its acceptance thereof (a) agrees to and shall be bound by the provisions of this Section 11.5, (b) authorizes and directs the Trustee on his the Holder's behalf to take such action as may be necessary or and appropriate to acknowledge or effectuate the subordination between the Holders so provided, and the holders of Senior Indebtedness as provided in this Section 11.03 and (c) appoints the Trustee as the Holder's attorney-in-fact for any and all such purposes. Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provision is, and is intended to be, an inducement and a consideration to each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired 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 on such subordination provisions in acquiring and continuing to hold, such Senior Indebtedness. No right of any holder of Senior Indebtedness to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any act or failure to act by the Company or Holdings by the failure of either to comply with this Indenture.

Subordination of Guarantees. Each The Obligations of each Guarantor agreesunder its Guarantee pursuant to this Article 11 shall be subordinated in right of payment to all Senior Debt of the Parent or the Subsidiary Guarantor, as applicable, including the indebtedness under the New Credit Facility. The Subsidiary Guarantees will rank pari passu in right of payment with all current and future senior subordinated Indebtedness of the Guarantors, including the guarantees by the Subsidiary Guarantors of obligations under the 9 1/8% Senior Subordinated Notes and the Parent's obligations under the Parent Convertible Notes. For the purposes of the foregoing sentence, (a) each Guarantor may make, and each Holder by accepting a Note the Trustee and the Guarantees agreesHolders of the Notes shall have the right to receive and/or retain, that payments by any of the payment Guarantors only at such times as they may receive and/or retain payments in respect of all Obligations on the Notes pursuant to this Indenture, including Article 10 hereof, and (b) the rights and obligations of the relevant parties relative to the Guarantees is subordinated in right of payment, and the Senior Debt shall be the same as their respective rights and obligations relative to the extent Notes and in Senior Debt of the manner provided in Issuer pursuant to Article 10, to the prior payment of all Senior Indebtedness guaranteed by such Guarantor and the subordination set forth herein is for the benefit of and enforceable by the holders of Senior Indebtedness. Each Holder by accepting of a Note authorizes by its acceptance thereof (a) agrees to and shall be bound by the provisions of this Section 10.07, (b) authorize and directs the Trustee on his the Holder's behalf to take such action as may shall be necessary or and appropriate to acknowledge or 100 108 effectuate the subordination between the Holders so provided, and the holders of Senior Indebtedness as provided in this Section 11.03 and (c) appoints the Trustee as the Holder's attorney-in-fact for any and all such purposes. Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provision is, and is intended to be, an inducement and a consideration to each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired 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 on such subordination provisions in acquiring and continuing to hold, such Senior Indebtedness. No right of any holder of Senior Indebtedness to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any act or failure to act by the Company or Holdings by the failure of either to comply with this Indenture.

Subordination of Guarantees. The Obligations of each Guarantor under its Guarantee pursuant to this Article 12 will be junior and subordinated to the Senior Debt of such Guarantor on the same basis as the Securities are junior and subordinated to Senior Debt of the Company. For the purposes of the foregoing sentence, the Trustee and the Holders will have the right to receive and/or retain payments by any of the Guarantors only at such times as they may receive and/or retain payments in respect of the Securities pursuant to this Indenture, including Article 11 hereof. Each Guarantor agreesHolder of Securities, and each Holder by accepting a Note and the Guarantees agreesSecurity or a Guarantee, that the payment of all Obligations on the Notes pursuant to the Guarantees is subordinated in right of payment, to the extent and in the manner provided in Article 10, to the prior payment of all Senior Indebtedness guaranteed by such Guarantor and the subordination set forth herein is for the benefit of and enforceable by the holders of Senior Indebtedness. Each Holder by accepting a Note authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Holders and the holders of Senior Indebtedness as provided in this Section 11.03 and appoints the Trustee as attorney-in-fact for any and all such purposes. Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provision isprovisions set forth in Article 11 are, and is are intended to be, an inducement and a consideration to each holder of any Senior IndebtednessDebt, whether such Senior Indebtedness Debt was created or acquired before or after the issuance of the NotesSecurities or the Guarantees, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness Debt, and such holder of Senior Indebtedness Debt shall be deemed conclusively to have relied on such the subordination provisions set forth in this Article 12 in acquiring and continuing to hold, or in continuing to hold, such Senior IndebtednessDebt. No right The provisions of any holder of Senior Indebtedness this Section 12.02, insofar as they relate to enforce the subordination of the Indebtedness evidenced by Guarantees to Senior Debt of the Notes shall Company, may not be impaired by any act amended or failure to act by modified without the Company or Holdings by written consent of the failure holders of either to comply with this Indentureall Senior Debt.

Subordination of Guarantees. Each The obligations of each Guarantor agrees, and each Holder by accepting a Note and the Guarantees agrees, that the payment of all Obligations on the Notes under its Guarantee pursuant to the Guarantees this Article X is subordinated in right of paymentpayment to the prior payment in full in cash of all Senior Debt of such Guarantor on the same basis as the Notes are subordinated to Senior Debt of the Company. For the purposes of the foregoing sentence, the Trustee and the Holders shall have the right to receive and/or retain payments by any of the Guarantors only at such times as they may receive and/or retain payments in respect of Notes pursuant to this Indenture, including Article XI hereof. In the event that the Trustee receives any Guarantor payment at a time when an officer of the corporate trust administration of the Trustee has actual knowledge that such payment is prohibited by the foregoing sentence, such Guarantor payment shall be paid over and delivered to the holders of the Senior Debt of such Guarantor remaining unpaid, to the extent necessary to pay in full all such Senior Debt. In the event that a Holder receives any Guarantor payment at a time when such payment is prohibited by the foregoing sentence, such Guarantor payment shall be paid over and in delivered to the manner provided in Article 10holders of the Senior Debt of such Guarantor remaining unpaid, to the prior payment of extent necessary to pay in full all such Senior Indebtedness guaranteed by such Guarantor and the subordination set forth herein is for the benefit of and enforceable by the holders of Senior IndebtednessDebt. Each Holder by accepting of a Note by its acceptance thereof (a) agrees to and shall be bound by the provisions of this Section 10.7, (b) authorizes and directs the Trustee on his the Holder's behalf to take such action as may be necessary or and appropriate to acknowledge or effectuate the subordination between the Holders so provided, and the holders of Senior Indebtedness as provided in this Section 11.03 and (c) appoints the Trustee as the Holder's attorney-in-fact for any and all such purposes. Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provision is, and is intended to be, an inducement and a consideration to each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired 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 on such subordination provisions in acquiring and continuing to hold, such Senior Indebtedness. No right of any holder of Senior Indebtedness to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any act or failure to act by the Company or Holdings by the failure of either to comply with this Indenture.

Subordination of Guarantees. Each The obligations of each Guarantor agrees, and each Holder by accepting a Note and the Guarantees agrees, that the payment of all Obligations on the Notes under its Guarantee pursuant to the Guarantees is this Article XI are subordinated in right of paymentpayment to the prior payment in full in cash of all Senior Debt of such Guarantor on the same basis as the Notes are subordinated to Senior Debt of the Company. For the purposes of the foregoing sentence, the Trustee and the Holders shall have the right to receive and/or retain payments by any of the Guarantors only at such times as they may receive and/or retain payments in respect of Notes pursuant to this Indenture, including Article XII hereof. In the event that the Trustee receives any Guarantor payment at a time when such payment is prohibited by the foregoing sentence, such Guarantor payment shall be held for the benefit of, and paid over and delivered to, the holders of the Senior Debt of such Guarantor remaining unpaid, to the extent necessary to pay in full all such Senior Debt. In the event that a Holder receives any Guarantor payment at a time when such payment is prohibited by the foregoing sentence, such Guarantor payment shall be held for the benefit of, and in paid over and delivered to, the manner provided in Article 10holders of the Senior Debt of such Guarantor remaining unpaid, to the prior payment of extent necessary to pay in full all such Senior Indebtedness guaranteed by such Guarantor and the subordination set forth herein is for the benefit of and enforceable by the holders of Senior IndebtednessDebt. Each Holder by accepting of a Note by its acceptance thereof (a) agrees to and shall be bound by the provisions of this Section 11.5, (b) authorizes and directs the Trustee on his the Holder's behalf to take such action as may be necessary or and appropriate to acknowledge or effectuate the subordination between the Holders so provided, and the holders of Senior Indebtedness as provided in this Section 11.03 and (c) appoints the Trustee as the Holder's attorney-in-fact for any and all such purposes. Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provision is, and is intended to be, an inducement and a consideration to each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired 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 on such subordination provisions in acquiring and continuing to hold, such Senior Indebtedness. No right of any holder of Senior Indebtedness to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any act or failure to act by the Company or Holdings by the failure of either to comply with this Indenture.