Common use of Agreement to Subordinate Clause in Contracts

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder by accepting a Security agrees, that the obligations of a Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary Guarantor. The obligations hereunder with respect to a Subsidiary Guarantor shall in all respects rank equally in right of payment with all existing and future Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor shall rank senior to the obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder by accepting a Security Note agrees, that the obligations of a Indebtedness evidenced by such Subsidiary Guarantor hereunder are Guarantor’s Subsidiary Guaranty is subordinated in right of payment, to the extent and in the manner provided in this Article 1211, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to Obligations of a Subsidiary Guarantor shall in all respects rank equally in right of payment pari passu with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor (including such Subsidiary Guarantor’s Guaranty of Senior Indebtedness of the Company) shall rank senior to the obligations Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations Obligations of a such Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to Obligations of a Subsidiary Guarantor shall in all respects rank equally in right of payment pari passu with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor (including such Subsidiary Guarantor's Guarantee of Senior Indebtedness of the Company) shall rank senior to the obligations Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Noteholder, by accepting a Security Note, agrees, that each Subsidiary Guarantee will be unsecured Senior Subordinated Indebtedness of the obligations applicable Subsidiary Guarantor, and all payments pursuant to such Subsidiary Guarantor’s Subsidiary Guarantee made by or on behalf of a such Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 12XV, to the prior payment in full in cash or Cash Equivalents (when due) of all existing and future Senior Indebtedness of such Subsidiary Guarantor Guarantor, and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary Guarantor. The obligations hereunder with respect to a Such Subsidiary Guarantor Guarantee shall in all respects rank equally in right of payment pari passu with all existing and future Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor shall rank senior to the obligations of such Subsidiary Guarantor Guarantee in accordance with the provisions set forth herein. All provisions of this Article XV shall be subject to Section 1512.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Noteholder, by accepting a Security Note, agrees, that the obligations all payments pursuant to such Subsidiary Guarantor’s Subsidiary Guarantee made by or on behalf of a such Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 12XV, to the prior payment in full in cash or Cash Equivalents (when due) of all existing and future Senior Indebtedness of such Subsidiary Guarantor Guarantor, and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary Guarantor. The obligations hereunder with respect to a Such Subsidiary Guarantor Guarantee shall in all respects rank equally pari passu in right of payment with all existing and future Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor shall rank senior in right of payment to the obligations of such Subsidiary Guarantor Guarantee in accordance with the provisions set forth herein. All provisions of this Article XV shall be subject to Section 1512.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations Obligations of a such Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 123, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to Obligations of a Subsidiary Guarantor shall in all respects rank equally in right of payment pari passu with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor (including such Subsidiary Guarantor's Guarantee of Senior Indebtedness of the Company) shall rank senior to the obligations Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor ------------------------- agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations Obligations of a such Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to Obligations of a Subsidiary Guarantor shall in all respects rank equally in right of payment pari passu with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such ---- ----- Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor (including such Subsidiary Guarantor's Guarantee of Senior Indebtedness of the Company) shall rank senior to the obligations Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each The Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations of a Indebtedness evidenced by this Subsidiary Guarantor hereunder are Guaranty is subordinated in right of payment, to the extent and in the manner provided in this Article 12III, to the prior payment in full of all existing and future Senior Indebtedness of such the Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to a Guaranteed Obligations of the Subsidiary Guarantor shall in all respects rank equally in right of payment pari passu with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such the Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such the Subsidiary Guarantor (including the Subsidiary Guarantor’s Guaranty of Senior Indebtedness of the Company) shall rank senior to the obligations Guaranteed Obligations of such the Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations Obligations of a such Subsidiary Guarantor hereunder under its Subsidiary Guarantee are subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full in cash or cash equivalents of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to a Obligations of each Subsidiary Guarantor under its Subsidiary Guarantee shall in all respects rank equally in right of payment pari passu with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor (including such Subsidiary Guarantor's Guarantees of Senior Indebtedness of the Company) shall rank senior to the obligations Subsidiary Guarantee of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder by accepting a Security agrees, that the Indebtedness evidenced by, and all other obligations of a in respect of, the Subsidiary Guarantor hereunder Guarantees are subordinated in right of payment, to the extent and in the manner provided in this Article 12XII, to the prior payment in full of all existing and future Guarantor Senior Indebtedness of such the applicable Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Guarantor Senior Indebtedness of such the applicable Subsidiary Guarantor. The obligations hereunder with respect to a Subsidiary Guarantor Guarantees shall in all respects rank equally in right of payment pari passu with all existing and future other Guarantor Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such the Subsidiary Guarantor and only Indebtedness of such the Subsidiary Guarantor that is Guarantor Senior Indebtedness of such Subsidiary Guarantor shall will rank senior to the obligations of such Subsidiary Guarantor Guarantees in accordance with the provisions set forth herein. All provisions of this Article XII shall be subject to Section 12.12.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the Indebtedness evidenced by, and all other obligations of a Subsidiary Guarantor hereunder in respect of, the Securities are subordinated in right of payment, to the extent and in the manner provided in this Article 12XII, to the prior payment when due in full cash or Cash Equivalents of all existing and future Guarantor Senior Indebtedness of such the applicable Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Guarantor Senior Indebtedness of such the applicable Subsidiary Guarantor. The obligations hereunder with respect to a Subsidiary Guarantor Guarantees shall in all respects rank equally in right of payment pari passu with all existing and future other Guarantor Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such the Subsidiary Guarantor and only Indebtedness of such the Subsidiary Guarantor that is Guarantor Senior Indebtedness of such Subsidiary Guarantor shall will rank senior to the obligations of such Subsidiary Guarantor Guarantees in accordance with the provisions set forth herein. All provisions of this Article XII shall be subject to Section 12.12.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and ------------------------ each Holder Securityholder by accepting a Security agrees, that the obligations of a Subsidiary Guarantor hereunder are Indebtedness evidenced by such Guarantor's Guaranty is subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to Guaranteed Obligations of a Subsidiary Guarantor shall in all respects rank equally in right of payment pari passu with ---- ----- all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor (including such Guarantor's Guaranty of Senior Indebtedness of the Company) shall rank senior to the obligations Guaranteed Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations Obligations of a such Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 123, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to Obligations of a Subsidiary Guarantor shall in all respects rank equally in right of payment PARI PASSU with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor (including such Subsidiary Guarantor's Guarantee of Senior Indebtedness of the Company) shall rank senior to the obligations Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the Indebtedness evidenced by, and all other obligations of a in respect of, the Subsidiary Guarantor hereunder Guarantees are subordinated in right of payment, to the extent and in the manner provided in this Article 12XII, to the prior payment in full of all existing and future Guarantor Senior Indebtedness of such the applicable Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Guarantor Senior Indebtedness of such the applicable Subsidiary Guarantor. The obligations hereunder with respect to a Subsidiary Guarantor Guarantees shall in all respects rank equally in right of payment pari passu with all existing and future other Guarantor Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such the Subsidiary Guarantor and only Indebtedness of such the Subsidiary Guarantor that is Guarantor Senior Indebtedness of such Subsidiary Guarantor shall will rank senior to the obligations of such Subsidiary Guarantor Guarantees in accordance with the provisions set forth herein. All provisions of this Article XII shall be subject to Section 12.12.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations of a Indebtedness evidenced by such Subsidiary Guarantor hereunder are Guarantor's Subsidiary Guaranty is subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor (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 of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to Securities Obligations of a Subsidiary Guarantor shall in all respects rank equally in right of payment PARI PASSU with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor (including such Subsidiary Guarantor's Guarantee of Senior Indebtedness of the Company) shall rank senior to the obligations Securities Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Noteholder by accepting a Security Note agrees, that the obligations of a Indebtedness evidenced by such Subsidiary Guarantor hereunder are Guarantor's Subsidiary Guaranty is subordinated in right of paymentpayment in full in cash, to the extent and in the manner provided in this Article 12Twelve, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to Obligations of a Subsidiary Guarantor shall in all respects rank equally in right of payment pari passu with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor (including such Subsidiary Guarantor's Guaranty of Senior Indebtedness of the Company) shall rank senior to the obligations Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder by accepting a Security Note agrees, that the obligations of a Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 125, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary Guarantor. The obligations hereunder with respect to a Subsidiary Guarantor shall in all respects rank equally in right of payment pari passu with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be rank senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor Guarantor; and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor shall rank senior to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor covenants and agrees, and each Holder by accepting a Security covenants and agrees, that the obligations of a all payments by such Subsidiary Guarantor hereunder in respect of its Subsidiary Guarantee are subordinated in right of payment, to the extent and in the manner provided in this Article 12Article, to the prior payment in full in cash of all existing and future Senior Indebtedness of such Subsidiary Guarantor Guarantor, and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary Guarantor. The obligations hereunder with respect to a Subsidiary Guaranty of each Subsidiary Guarantor shall in all respects rank equally in right of payment with all existing and future Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior subordinate in right of payment to all existing and future Subordinated Obligations Senior Indebtedness of such Subsidiary Guarantor, pari passu with any future Pari Passu Indebtedness of such Subsidiary Guarantor and only senior to any future Subordinated Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness Guarantor. All provisions of such Subsidiary Guarantor this Article shall rank senior be subject to the obligations of such Subsidiary Guarantor in accordance with the provisions set forth hereinSection 12.12.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder by accepting a Security agrees, that the obligations of a Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary Guarantor. The obligations hereunder with respect to a Subsidiary Guarantor shall in all respects rank equally in right of payment pari passu with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be rank senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor Guarantor; and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor shall rank senior to the obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor ------------------------ agrees, and each Holder by accepting a Security agrees, that the obligations of a Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary Guarantor. The obligations hereunder with respect to a Subsidiary Guarantor shall in all respects rank equally in right of payment pari passu with all existing and future other Senior Subordinated Indebtedness of such ---- ----- Subsidiary Guarantor and shall be rank senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor Guarantor; and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor shall rank senior to the obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each of the Issuer and the Subsidiary Guarantor Guarantors agrees, and each Holder by accepting a this Security agrees, that the obligations Obligations of a the Issuer and such Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 12Nine, to the prior payment in full when due of all existing Designated Senior Debt of the Issuer and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Designated Senior Indebtedness Debt. Subject to the foregoing, the Obligations of such Subsidiary Guarantor. The obligations hereunder with respect to a the Issuer and each Subsidiary Guarantor shall rank in all respects rank equally in right of payment pari passu with all existing and future Senior Subordinated Indebtedness senior Debt of the Issuer and such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations subordinated Debt of such Subsidiary Guarantor Guarantor, and only Indebtedness of such Subsidiary Guarantor that is Designated Senior Indebtedness of such Subsidiary Guarantor Debt shall rank senior to the obligations Obligations of the Issuer and such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations Obligations of a such Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 12XII, to the prior payment in full when due of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to a Obligations of each Subsidiary Guarantor shall in all respects rank equally in right PARI PASSU with any Pari Passu Indebtedness of payment with all existing such Subsidiary Guarantor and future Senior senior to any Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor (including such Subsidiary Guarantor's Guarantee of Senior Indebtedness of the Company) shall rank senior to the obligations Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations Obligations of a such Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full when due of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to Obligations of a Subsidiary Guarantor shall in all respects rank equally in right of payment pari passu with all existing and any future Senior Subordinated Pari Passu Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and any future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Guarantor, and only Senior Indebtedness of such Subsidiary Guarantor (including such Subsidiary Guarantor's Guarantee of Senior Indebtedness of the Company) shall rank senior to the obligations Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Noteholder by accepting a Security Note agrees, that the obligations of a Indebtedness evidenced by such Subsidiary Guarantor hereunder are Guarantor’s Subsidiary Guaranty is subordinated in right of paymentpayment in full in cash or Cash Equivalents, to the extent and in the manner provided in this Article 12Twelve, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to Obligations of a Subsidiary Guarantor shall in all respects rank equally in right of payment pari passu with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor (including such Subsidiary Guarantor’s Guaranty of Senior Indebtedness of the Company) shall rank senior to the obligations Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder by accepting a any Security of any Series agrees, that the obligations Obligations of a such Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment when due in full cash of all existing and future Senior Indebtedness Debt of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorDebt. The obligations hereunder with respect to Obligations of a Subsidiary Guarantor shall in all respects rank equally in right pari passu with any future Subordinated Debt of payment with such Subsidiary Guarantor and junior to all existing and future Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor shall rank senior to the obligations Debt of such Subsidiary Guarantor in accordance with the provisions set forth herein. All references to "Obligations" in this Article 12 are to Obligations of the Subsidiary Guarantors under the Subsidiary Guaranties.

Agreement to Subordinate. Each The Subsidiary Guarantor agrees, and the Trustee and each Holder by accepting or acquiring or becoming entitled to claim under or pursuant to a Security Note agrees, that the Indebtedness evidenced by, and all other obligations of a in respect of, the Subsidiary Guarantor hereunder are Guarantee is subordinated in right of payment, to the extent and in the manner provided in this Article 12XI, to the prior irrevocable payment in full in cash of all existing and future Senior Indebtedness of such Subsidiary Guarantor Senior Debt and that the subordination is for the benefit of and enforceable by the holders of such Subsidiary Guarantor Senior Indebtedness of such Subsidiary GuarantorDebt. The obligations hereunder with respect to a Subsidiary Guarantor Guarantee shall in all respects rank equally in right of payment PARI PASSU with all existing and future other Subsidiary Guarantor Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor Debt and only Indebtedness of such the Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor shall Senior Debt will rank senior to the obligations of such Subsidiary Guarantor Guarantee in accordance with the provisions set forth herein. All provisions of this Article XI shall be subject to Section 11.12.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations of a Indebtedness evidenced by such Subsidiary Guarantor hereunder are Guarantor's Subsidiary Guaranty is subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to Obligations of a Subsidiary Guarantor shall in all respects rank equally in right of payment pari passu with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor (including such Subsidiary] Guarantor's Guaranty of Senior Indebtedness of the Company) shall rank senior to the obligations Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations of a Indebtedness evidenced by such Subsidiary Guarantor hereunder are Guarantor's Subsidiary Guaranty is subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to Obligations of a Subsidiary Guarantor shall in all respects rank equally in right of payment PARI PASSU with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor (including such Subsidiary Guarantor's Guaranty of Senior Indebtedness of the Company) shall rank senior to the obligations Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agreesby execution of a Subsidiary Guarantee jointly and unconditionally will agree, and each Holder by accepting a Security agreesNote will agree, that the any payment of obligations of a by each Subsidiary Guarantor hereunder are in respect of the Subsidiary Guarantee (its "Subsidiary Guarantee Obligations") is subordinated in right of payment, to the extent and in the manner provided in this Article 12Twelve, to the prior payment in full in cash of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary Guarantor's Senior Indebtedness. The obligations hereunder with respect to a Subsidiary Guarantor Guarantee Obligations shall in all respects rank equally in right of payment pari passu with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor ---- ----- Guarantors and only Indebtedness of such Subsidiary Guarantor that which is Senior Indebtedness of such Subsidiary Guarantor Guarantors shall rank senior to the obligations of such Subsidiary Guarantor Guarantee Obligations in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations Obligations of a Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 12XII, to the prior payment in full of all existing and future Designated Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor. The obligations hereunder Obligations with respect to a Subsidiary Guarantor shall in all respects rank equally in right of payment pari passu with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be rank senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor Guarantor; and only Indebtedness of such Subsidiary Guarantor that is Designated Senior Indebtedness of such Subsidiary Guarantor shall rank senior to the obligations Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations of a Indebtedness evidenced by such Subsidiary Guarantor hereunder are Guarantor's Subsidiary Guaranty is subordinated in right of payment, to the extent and in the manner provided in this Article 1214, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to Obligations of a Subsidiary Guarantor shall in all respects rank equally in right of payment pari passu with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor (including such Subsidiary) Guarantor's Guaranty of Senior Indebtedness of the Issuer) shall rank senior to the obligations Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations of a such Subsidiary Guarantor hereunder under its Subsidiary Guaranty are subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to of a Subsidiary Guarantor under its Subsidiary Guaranty shall in all respects rank equally in right of payment pari passu with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor (including such Subsidiary Guarantor's Guarantee of Senior Indebtedness of the Company) shall rank senior to the such obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Acquired Subsidiary Guarantor agrees, and each Holder of Securities by accepting a Security agrees, that the obligations Obligations of a such Acquired Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 1211, to the prior payment in full when due of all existing and future Designated Senior Indebtedness of such Subsidiary Guarantor Debt and that the subordination is for the benefit of and enforceable by the holders of such Designated Senior Indebtedness Debt. Subject to the foregoing, the Obligations of such Subsidiary Guarantor. The obligations hereunder with respect to a each Acquired Subsidiary Guarantor shall in all respects rank equally in right of payment pari passu with all existing and future Senior Subordinated Indebtedness senior Debt of such Acquired Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations subordinated Debt of such Acquired Subsidiary Guarantor Guarantor, and only Indebtedness of such Subsidiary Guarantor that is Designated Senior Indebtedness of such Subsidiary Guarantor Debt shall rank senior to the obligations Obligations of such Acquired Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each The Subsidiary Guarantor agreesGuarantors agree, and each Holder Holder, by accepting a Security Security, agrees, that the obligations of a Subsidiary Guarantor hereunder Guaranties are subordinated in right of payment, to the extent and in the manner provided in this Article 1211, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor Guarantors and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorGuarantors. The obligations hereunder with respect to a Subsidiary Guarantor Securities shall in all respects rank equally in right of payment pari passu with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor Guarantors and only Indebtedness of such Subsidiary Guarantor that Guarantors which is Senior Indebtedness of such Subsidiary Guarantor Guarantors shall rank senior to the obligations of such Subsidiary Guarantor Securities in accordance with the provisions set forth herein.. All provisions of this Article 11 shall be subject to Section 11.14. -55- 63

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations Obligations of a Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary Guarantor. The obligations hereunder Obligations with respect to a Subsidiary Guarantor shall in all respects rank equally in right of payment PARI PASSU with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such (including an Existing Subsidiary Guarantor Guarantee), and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor shall rank senior to the obligations Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder by accepting a Security 10.25% Note agrees, that the obligations Obligations of a such Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 12XV, to the prior payment in full when due of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to Obligations of a Subsidiary Guarantor shall in all respects rank equally in right of payment pari passu with all existing and any future Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only junior subordinated Indebtedness of such Subsidiary Guarantor that is Guarantor, and only Senior Indebtedness of such Subsidiary Guarantor shall rank senior to the obligations Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations of a Subsidiary Guarantor hereunder Guaranteed Obligations are subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor Guarantor, 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 of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to a Subsidiary Guarantor Guaranteed Obligations shall in all respects rank equally in right of payment pari passu with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor (including such Subsidiary Guarantor’s Guarantees of Senior Indebtedness of the Company) shall rank senior to the obligations Subsidiary Guarantee of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations Obligations of a such Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 12XII, to the prior payment in full when due of all existing and future Senior Indebtedness Debt of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorDebt. The obligations hereunder with respect to Obligations of a Subsidiary Guarantor shall in all respects rank equally in right of payment pari passu with all existing and any future Senior Subordinated Indebtedness Debt of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations junior subordinated Debt of such Subsidiary Guarantor Guarantor, and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor Debt shall rank senior to the obligations Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Noteholder by accepting a Security Note agrees, that the obligations Obligations of a such Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to Obligations of a Subsidiary Guarantor shall in all respects rank equally in right of payment pari passu with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor (including such Subsidiary Guarantor's Guarantee of Senior Indebtedness of the Company) shall rank senior to the obligations Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor ------------------------ agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations Indenture Obligations of a such Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 123, to the prior payment in full in cash of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to Indenture Obligations of a Subsidiary Guarantor shall in all respects rank equally in right of payment pari passu with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor (including such Subsidiary Guarantor's Guarantee of Senior Indebtedness of the Issuer) shall rank senior to the obligations Indenture Obligations of such Subsidiary Guarantor in accordance with the ] provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations Obligations of a such Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full when due of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to Obligations of a Subsidiary Guarantor shall in all respects rank equally in right of payment pari passu with all existing and future Senior Subordinated Pari Passu Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Guarantor, and only Senior Indebtedness of such Subsidiary Guarantor (including such Subsidiary Guarantor's Guarantee of Senior Indebtedness of the Company) shall rank senior to the obligations Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations of a Indebtedness evidenced by such Subsidiary Guarantor hereunder are Guarantor's Subsidiary Guaranty is subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor, including the obligations of such Subsidiary Guarantor under the Credit Agreement, and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to of a Subsidiary Guarantor shall in all respects rank equally in right of payment pari passu with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor (including such Subsidiary Guarantor's Guarantee of Senior Indebtedness of the Company) shall rank senior to the obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.. 104 95

Agreement to Subordinate. Each Subsidiary ------------------------ Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations Obligations of a such Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to Obligations of a Subsidiary Guarantor shall in all respects rank equally in right of payment pari passu with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such ---- ----- Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor (including such Subsidiary Guarantor's Guarantee of Senior Indebtedness of the Company) shall rank senior to the obligations Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Subsid iary Guarantor ------------------------ agrees, and each Holder Securityholder by accepting a Security agrees, that the any payment of obligations of a by each Subsidiary Guarantor hereunder are in respect of the Subsidiary Guarantee (its "Subsidiary Guarantee Obligations") is subordinated in right of payment, to the extent and in the manner provided in this Article 12XII, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary Guarantor's Senior Indebtedness. The obligations hereunder with respect to a Subsidiary Guarantor Guarantee Obligations shall in all respects rank equally in right of payment pari passu with all existing and future other Senior Subordinated ---- ----- Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor Guarantors and only Indebtedness of such Subsidiary Guarantor that which is Senior Indebtedness of such Subsidiary Guarantor Guarantors shall rank senior to the obligations of such Subsidiary Guarantor Guarantee Obligations in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Guarantor Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations Obligations of a Guarantor Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 12XII, to the prior payment in full of all existing and future Senior Indebtedness of such Guarantor Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorGuarantor Subsidiary. The obligations hereunder Obligations with respect to a Guarantor Subsidiary Guarantor shall in all respects rank equally in right of payment pari passu with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor Subsidiary, and only Indebtedness of such Guarantor Subsidiary Guarantor that is Senior Indebtedness of such Guarantor Subsidiary Guarantor shall rank senior to the obligations Obligations of such Guarantor Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations of a Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary Guarantor. The obligations hereunder with respect to a Subsidiary Guarantor shall in all respects rank equally in right of payment pari passu with all existing and future Senior Subordinated other Pari Passu Indebtedness of such Subsidiary Guarantor and shall be rank senior in right of payment to all existing and future Subordinated Obligations Indebtedness of such Subsidiary Guarantor Guarantor; and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor shall rank senior to the obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations Obligations of a Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full in cash of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary Guarantor. The obligations hereunder Obligations with respect to a Subsidiary Guarantor shall in all respects rank equally in right of payment PARI PASSU with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor Guarantor, and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor shall rank senior to the obligations Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Guarantor Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations Obligations of a Guarantor Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 12XII, to the prior payment in full of all existing and future Senior Indebtedness of such Guarantor Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorGuarantor Subsidiary. The obligations hereunder Obligations with respect to a Guarantor Subsidiary Guarantor shall in all respects rank equally pari passu in right of payment with all existing and future other Senior Subordinated Indebtedness of such Guarantor Subsidiary Guarantor and shall be rank senior in right of payment to all existing and future Subordinated Obligations of such Guarantor Subsidiary and all Deferred Obligations of such Guarantor Subsidiary Incurred after the Closing Date; and only Indebtedness of such Guarantor Subsidiary Guarantor that is Senior Indebtedness of such Guarantor Subsidiary Guarantor shall rank senior to the obligations Obligations of such Guarantor Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder by accepting a Security 9 3/8% Note agrees, that the obligations Obligations of a such Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 12XV, to the prior payment in full when due of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to Obligations of a Subsidiary Guarantor shall in all respects rank equally in right pari passu with any guarantee of payment with all existing the Company's 10.25% senior subordinated notes due 2009 (the "2009 Notes") and any future Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only junior subordinated Indebtedness of such Subsidiary Guarantor that is Guarantor, and only Senior Indebtedness of such Subsidiary Guarantor shall rank senior to the obligations Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations Obligations of a Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary Guarantor. The obligations hereunder Obligations with respect to a Subsidiary Guarantor shall in all respects rank equally in right of payment PARI PASSU with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor Guarantor, and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor shall rank senior to the obligations Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.. 99 92

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations of a Indebtedness evidenced by such Subsidiary Guarantor hereunder are Guarantor's Subsidiary Guaranty is subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to Obligations of a Subsidiary Guarantor shall in all respects rank equally in right of payment PARI PASSU with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor (including such Subsidiary Guarantor's Guarantee of Senior Indebtedness of the Company) shall rank senior to the obligations Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder by accepting a Security Note agrees, that the obligations of a Subsidiary Guarantor hereunder are Indebtedness evidenced by such Guarantor's Guaranty is subordinated in right of payment, to the extent and in the manner provided in this Article 12Eleven, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor (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 of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to Guaranteed Obligations of a Subsidiary Guarantor shall in all respects rank equally in right of payment pari passu with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor (including such Guarantor's Guarantee of Senior Indebtedness of the Company) shall rank senior to the obligations Guaranteed Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations of a Indebtedness evidenced by such Subsidiary Guarantor hereunder are Guarantor's Subsidiary Guaranty is subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full in cash of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to Obligations of a Subsidiary Guarantor shall in all respects rank equally in right of payment PARI PASSU with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor (including such Subsidiary Guarantor's Guaranty of Senior Indebtedness of the Company) shall rank senior to the obligations Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.. 102

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations Obligations of a such Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full in cash of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorIndebtedness. The obligations hereunder with respect to Obligations of a Subsidiary Guarantor shall in all respects rank equally in right of payment PARI PASSU with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor (including such Subsidiary Guarantor's Guarantee of Senior Indebtedness of the Company) shall rank senior to the obligations Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

Agreement to Subordinate. Each Subsidiary Guarantor agrees, and each Holder Securityholder by accepting a Security agrees, that the obligations Obligations of a such Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full of all existing and future Senior Indebtedness Debt of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary GuarantorDebt. The obligations hereunder with respect to Obligations of a Subsidiary Guarantor shall in all respects rank equally pari passu in right of payment with all existing and future other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations only Senior Debt of such Subsidiary Guarantor and only Indebtedness of (including such Subsidiary Guarantor that is Guarantor's Guarantee of Senior Indebtedness Debt of such Subsidiary Guarantor the Company) shall rank senior to the obligations Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.