Common use of Guarantee Obligations Subordinated to Guarantor Senior Debt Clause in Contracts

Guarantee Obligations Subordinated to Guarantor Senior Debt. Anything herein to the contrary notwithstanding, each of the Guarantors, for itself and its successors, and each Holder, by his or her acceptance of Guarantees, agrees that the payment of all Obligations owing to the Holders in respect of its Guarantee (collectively, as to any Guarantor, its "Guarantee Obligations") is subordinated, to the extent and in the manner --------------------- provided in this Article Twelve, to the prior payment in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, of all Obligations on Guarantor Senior Debt of such Guarantor. This Article Twelve shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Guarantor Senior Debt, and such provisions are made for the benefit of the holders of Guarantor Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Debt. Anything herein to the contrary notwithstanding, each of the Guarantors, for itself and its successors, and each Holder, by his or her acceptance of Guarantees, agrees that the payment of all Obligations owing to the Holders in respect of its Guarantee (collectively, as to any Guarantor, its "Guarantee Obligations") is subordinated, to the extent and in the manner --------------------- provided in this Article Twelve, to the prior payment in full in cash cash, Cash Equivalents or Foreign Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, of all Obligations on Guarantor Senior Debt of such Guarantor, including without limitation, the Guarantors' obligations under the Credit Facilities. This Article Twelve shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Guarantor Senior Debt, and such provisions are made for the benefit of the holders of Guarantor Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Debt. Anything herein to the contrary notwithstanding, each of the Guarantors, for itself and its successors, and each Holder, Holder by his or her acceptance of Guarantees, Notes agrees that the payment of all Guarantee Obligations owing to the Holders in respect of its Guarantee (collectively, as to any Guarantor, its "Guarantee Obligations") is such Guarantor are subordinated, to the extent and in the manner --------------------- provided in this Article TwelveXII, to the prior payment in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, of all Obligations on Guarantor Senior Debt Obligations of such GuarantorGuarantor (including Guarantor Senior Debt Obligations with respect to the Senior Credit Facility, whether outstanding on the Issue Date or thereafter incurred). This Article Twelve XII shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Guarantor Senior Debt, and such provisions are made for the benefit of the holders of Guarantor Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Debt. Anything herein to the contrary notwithstanding, each of the Guarantors, for itself and its successors, and each Holder, by his or her acceptance of Guarantees, agrees that the payment of all Obligations owing to the Holders in respect of its Guarantee (collectively, as to any Guarantor, its "“Guarantee Obligations"”) is subordinated, to the extent and in the manner --------------------- provided in this Article Twelve, to the prior payment in full in cash cash, Cash Equivalents or Foreign Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, of all Obligations on Guarantor Senior Debt of such Guarantor, including without limitation, the Guarantors’ obligations under the Credit Facilities. This Article Twelve shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Guarantor Senior Debt, and such provisions are made for the benefit of the holders of Guarantor Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Debt. Anything herein to the contrary notwithstanding, each of the Guarantors, for itself and its successors, and each Holder, by his or her acceptance of Guarantees, agrees that the payment of all Obligations owing to the Holders in respect of its Guarantee (collectively, as to any Guarantor, its "“Guarantee Obligations"”) is subordinated, to the extent and in the manner --------------------- provided in this Article Twelve, to the prior payment in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, of all Obligations on Guarantor Senior Debt of such Guarantor, including without limitation, the Guarantors’ obligations under the Credit Facilities. This Article Twelve shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Guarantor Senior Debt, and such provisions are made for the benefit of the holders of Guarantor Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Debt. Anything herein to the contrary notwithstanding, each of the Guarantors, for itself and its successors, and each Holder, by his or her acceptance of Guarantees, agrees that the payment of all Obligations owing to the Holders in respect of its Guarantee (collectively, as to any Guarantor, its "“Guarantee Obligations"”) is subordinated, to the extent and in the manner --------------------- provided in this Article Twelve, to the prior payment in full in cash cash, Cash Equivalents or Foreign Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, of all Obligations on Guarantor Senior Debt of such Guarantor, including without limitation, the Guarantors’ obligations under the Credit Agreement. This Article Twelve shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Guarantor Senior Debt, and such provisions are made for the benefit of the holders of Guarantor Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Debt. Anything herein to the contrary notwithstanding, each of the Guarantors, for itself and its successors, and each Holder, by his his, her or her its acceptance of Guarantees, agrees that the payment of all Obligations owing to the Holders in respect of its Guarantee (collectively, as to any Guarantor, its "“Guarantee Obligations"”) is subordinated, to the extent and in the manner --------------------- provided in this Article Twelve, to the prior payment in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, Equivalents of all Obligations on all existing and future Guarantor Senior Debt of such GuarantorGuarantor (including the Obligations with respect to the Credit Agreement). This Article Twelve shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Guarantor Senior Debt, and such provisions are made for the benefit of the holders of Guarantor Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Debt. Anything herein to the contrary notwithstanding, each of the Guarantorsuarantors, for itself and its successors, and each Holder, by his or her acceptance of Guarantees, Holder agrees that the payment of all Guarantee Obligations owing to the Holders in respect of its Guarantee (collectively, as to any Guarantor, its "Guarantee Obligations") is such Guarantor are subordinated, to the extent and in the manner --------------------- provided in this Article Twelve12, to the prior payment in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, of all Obligations on Guarantor Senior Debt of such GuarantorGuarantor 106 -100- (including Guarantor Senior Debt Obligations with respect to the Credit Agreement, whether outstanding on the Issue Date or thereafter incurred). Notwithstanding the provisions of this Article 12, payments and distributions made as required under Section 3.10 shall not be subordinated to Guarantor Senior Debt under this Article 12. This Article Twelve 12 shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Guarantor Senior Debt, and such provisions are made for the benefit of the holders of Guarantor Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Debt. Anything herein to the contrary notwithstanding, each of the GuarantorsGuarantor jointly and unconditionally, for itself and its successors, and each Holder, by his or her acceptance of Guarantees, agrees that the payment of all Obligations owing to the Holders in respect of its Guarantee (collectively, as to any Guarantor, its "“Guarantee Obligations"”) is subordinated, to the extent and in the manner --------------------- provided in this Article Twelve, to the prior payment in full in cash or Cash EquivalentsEquivalents (other than Cash Equivalents of the type referred to in clauses (4), (5) and (6) of the definition thereof), or to the prior provision for such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, of all Obligations on Guarantor Senior Debt of such Guarantor. This Article Twelve shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Guarantor Senior Debt, and such provisions are made for the benefit of the holders of Guarantor Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions. Each such holder shall be deemed to have acquired such Guarantor Senior Debt in reliance upon the covenants and provisions contained in this Article Twelve.

Guarantee Obligations Subordinated to Guarantor Senior Debt. Anything herein to the contrary notwithstanding, each of the Guarantors, for itself and its successors, and each Holder, by his or her acceptance of Guarantees, Lender agrees that the payment of all Guarantee Obligations owing to the Holders in respect of its Guarantee (collectively, as to any Guarantor, its "Guarantee Obligations") is such Guarantor are subordinated, to the extent and in the manner --------------------- provided in this Article TwelveSection 11, to the prior payment in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, of all Obligations on Guarantor Senior Debt Obligations of such GuarantorGuarantor (including Guarantor Senior Debt Obligations with respect to the Credit Agreement, whether outstanding on the Closing Date or thereafter incurred). This Article Twelve Section 11 shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Guarantor Senior Debt, and such provisions are made for the benefit of the holders of Guarantor Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Debt. Anything herein to the contrary notwithstanding, each of the Guarantors, for itself and its successors, and each Holder, by his his, her or her its acceptance of Guarantees, agrees that the payment of all Obligations owing to the Holders in respect of its Guarantee (collectively, as to any Guarantor, its "Guarantee Obligations") is subordinated, to the extent and in the manner --------------------- provided in this Article Twelve, to the prior payment in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, Equivalents of all Obligations on all existing and future Guarantor Senior Debt of such GuarantorGuarantor (including the Obligations with respect to the Credit Agreement). This Article Twelve shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Guarantor Senior Debt, and such provisions are made for the benefit of the holders of Guarantor Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Debt. Anything herein to the contrary notwithstanding, each of the Guarantors, for itself and its successors, and each Holder, by his or her acceptance of Guarantees, agrees that the payment of all Obligations owing to the Holders in respect of its Guarantee (collectively, as to any Guarantor, its "Guarantee Obligations") is subordinated, to the extent --------------------- and in the manner --------------------- provided in this Article TwelveThirteen, to the prior payment in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, of all Obligations on Guarantor Senior Debt of such Guarantor, including without limitation, the Guarantors' obligations under the Credit Agreement. This Article Twelve Thirteen shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Guarantor Senior Debt, and such provisions are made for the benefit of the holders of Guarantor Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Debt. Anything herein to the contrary notwithstanding, each of the Guarantors, for itself and its successors, and each Holder, by his or her acceptance of Guarantees, agrees that the payment of all Obligations owing to the Holders in respect of its Guarantee (collectively, as to any Guarantor, its "Guarantee Obligations") is subordinated, to the extent and in the manner --------------------- provided in this Article TwelveThirteen, to the prior payment in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, of all Obligations on Guarantor Senior Debt of such Guarantor, including without limitation, the Guarantors' obligations under the Credit Agreement. This Article Twelve Thirteen shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Guarantor Senior Debt, and such provisions are made for the benefit of the holders of Guarantor Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Debt. Anything herein to the contrary notwithstanding, each of the Guarantors, for itself and its successors, and each Holder, by his or her acceptance of Guarantees, agrees that the payment of all Obligations owing to the Holders in respect of its Guarantee (collectively, as to any Guarantor, its "Guarantee Obligations") is subordinated, to the extent and in the manner --------------------- provided in this Article Twelve, in right of payment to the prior payment in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, of all Obligations on Guarantor Senior Debt of such Guarantor, including without limitation, the Guarantors' obligations under the Credit Agreement. This Article Twelve shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Guarantor Senior Debt, and such provisions are made for the benefit of the holders of Guarantor Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Debt. Anything herein to the contrary notwithstanding, each of the Guarantors, for itself and its successors, and each Holder, by his or her acceptance of Guarantees, agrees that the payment of all Obligations owing to the Holders in respect of its Guarantee (collectively, as to any Guarantor, its "Guarantee ObligationsGUARANTEE OBLIGATIONS") is subordinated, to the extent and in the manner --------------------- provided in this Article Twelve, to the prior payment in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, of all Obligations on Guarantor Senior Debt of such Guarantor. This Article Twelve shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Guarantor Senior Debt, and such provisions are made for the benefit of the holders of Guarantor Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Debt. Anything herein to the contrary notwithstanding, each of the Guarantors, for itself and its successors, and each Holder, by his or her acceptance of Guarantees, agrees that the payment of all Obligations obligations owing to the Holders in respect of its Guarantee (collectively, as to any Guarantor, its "Guarantee Obligations") is subordinated, to the extent and in the manner --------------------- provided in this Article Twelve, to the prior payment in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, of all Obligations obligations on Guarantor Senior Debt of such Guarantor. This Article Twelve shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Guarantor Senior Debt, and such provisions are made for the benefit of the holders of Guarantor Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Debt. Anything herein to the contrary notwithstandingEach Guarantor, each by execution of the GuarantorsGuarantee, for itself will covenant and its successorsagree, and each HolderHolder of Securities, by his or her its acceptance of Guaranteesthereof, agrees likewise covenants and agrees, that the payment of all Obligations owing to the Holders in respect of its Guarantee (collectively, as to any Guarantor, its "Guarantee Obligations") is subordinated, to the extent and in the manner --------------------- hereinafter set forth in this Article 12, the Indebtedness represented by the Guarantee and the payment of any obligations pursuant to the Guarantee by such Guarantor are hereby expressly made subordinate and subject in right of payment as provided in this Article Twelve, 12 to the prior indefeasible payment and satisfaction in full in cash or Cash Equivalentsor, or such payment duly provided for as acceptable to the satisfaction of the holders of Guarantor Senior DebtDebt of such Guarantor, in any other manner, of all Obligations on existing and future Guarantor Senior Debt of such Guarantor. This Article Twelve Section 12.06 and the following Sections 12.07 through 12.11 shall constitute a continuing offer to all Persons who who, in reliance upon such provisions, become holders of, of or continue to hold, hold Guarantor Senior Debt, Debt of any Guarantor; and such provisions are made for the benefit of the holders of Guarantor Senior Debt of each Guarantor; and such holders are made obligees hereunder and any one they or more each of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Debt. Anything herein to the contrary notwithstanding, each of the GuarantorsGuarantor jointly and unconditionally, for itself and its successors, and each Holder, by his or her acceptance of Guarantees, agrees that the payment of all Obligations owing to the Holders in respect of its Guarantee (collectively, as to any Guarantor, its "“Guarantee Obligations"”) is subordinated, to the extent and in the manner --------------------- provided in this Article Twelve, to the prior payment in full in cash or Cash EquivalentsEquivalents (other than Cash Equivalents of the type referred to in clauses (4), (5) and (6) of the definition thereof), or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, of all Obligations on Guarantor Senior Debt of such Guarantor. This Article Twelve shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Guarantor Senior Debt, and such provisions are made for the benefit of the holders of Guarantor Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions. Each such holder shall be deemed to have acquired such Senior Debt in reliance upon the covenants and provisions contained in this Article Twelve.

Guarantee Obligations Subordinated to Guarantor Senior Debt. Anything herein to the contrary notwithstanding, each Guarantor, by execution of the Guarantorsa Guarantee, jointly and unconditionally will, for itself and its successorssucces sors, and each Holder, by his or her acceptance of Guarantees, agrees will agree that the payment of all Obligations owing to the Holders in respect of its Guarantee (collectivelycollec tively, as to any Guarantor, its "Guarantee Obligations") is --------------------- subordinated, to the extent and in the manner --------------------- provided in this Article Twelve, to the prior payment in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, of all Obligations on Guarantor Senior Debt of such Guarantor. This Article Twelve shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Guarantor Senior Debt, and such provisions are made for the benefit of the holders of Guarantor Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Debt. Anything herein to the contrary notwithstanding, each of the Guarantors, for itself and its successors, and each Holder, by his or her acceptance of Guarantees, agrees agrees, that the any payment of all Obligations owing to the Holders by a Guarantor in respect of its Guarantee (collectively, as to any Guarantor, its "Guarantee ObligationsGUARANTEE OBLIGATIONS") is subordinated, to the extent and in the manner --------------------- provided in this Article Twelve, to the prior payment in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, Equivalents of all Obligations on Guarantor Senior Debt of such Guarantor. This Article Twelve shall constitute a continuing offer to all Persons persons who become holders of, or continue to hold, Guarantor Senior Debt, and such provisions are made for the benefit of the holders of Guarantor Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions. The obligations of the Guarantors to the Trustee under Section 8.7 shall not be subject to the provisions of this Article Twelve.

Guarantee Obligations Subordinated to Guarantor Senior Debt. Anything herein to the contrary notwithstanding, each of the GuarantorsGuarantor jointly and unconditionally, for itself and its successors, and each Holder, by his or her acceptance of Guarantees, agrees that the payment of all Obligations owing to the Holders in respect of its Guarantee (collectively, as to any Guarantor, its "Guarantee Obligations") is subordinated, to the extent and in the manner --------------------- provided in this Article Twelve, to the prior payment in full in cash or Cash EquivalentsEquivalents (other than Cash Equivalents of the type referred to in clauses (4), (5) and (6) of the definition thereof), or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, of all Obligations on Guarantor Senior Debt of such Guarantor. This Article Twelve shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Guarantor Senior Debt, and such provisions are made for the benefit of the holders of Guarantor Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions. Each such holder shall be deemed to have acquired such Senior Debt in reliance upon the covenants and provisions contained in this Article Twelve.