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

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor covenants and agrees, and the Trustee and each Holder, by its acceptance of the Notes, likewise covenants and agrees, that to the extent and in the manner hereinafter set forth in this Article 11, the Indebtedness represented by the Guarantee and the payment of all obligations on the Notes pursuant to the Guarantee by such Guarantor are hereby expressly made subordinate and subject in right of payment as provided in this Article 11 to the prior indefeasible payment in full in cash of all Guarantor Senior Indebtedness of such Guarantor whether outstanding on the Issue Date or thereafter incurred. This Section 11.01 and the following Sections 11.02 through 11.11 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of or continue to hold Guarantor Senior Indebtedness of any Guarantor; such provisions are made for the benefit of the holders of Guarantor Senior Indebtedness of each Guarantor; and such holders are made obligees hereunder and they or each of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor covenants Guarantor, by execution of the Guarantee, will covenant and agreesagree, and the Trustee and each HolderHolder of Notes, by its acceptance of the Notesthereof, likewise covenants and agrees, that to the extent and in the manner hereinafter set forth in this Article 1110, the Indebtedness represented by the Guarantee and the payment of all obligations the principal of, premium, if any, and interest on the Notes pursuant to the Guarantee by such Guarantor are hereby expressly made subordinate and subject in right of payment as provided in this Article 11 10 to the prior indefeasible payment and satisfaction in full in cash of all Guarantor Senior Indebtedness of such Guarantor whether outstanding on the Issue Date or thereafter incurredGuarantor. This Section 11.01 10.05 and the following Sections 11.02 10.06 through 11.11 10.10 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of or continue to hold Guarantor Senior Indebtedness of any Guarantor; and such provisions are made for the benefit of the holders of Guarantor Senior Indebtedness of each Guarantor; and such holders are made obligees hereunder and they or each of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor covenants and agrees, and the Trustee and each HolderHolder of Notes, by its acceptance of the Notesthereof, likewise covenants and agrees, that to the extent and in the manner hereinafter set forth in this Article 1110, the Indebtedness represented by the Guarantee and the payment of all obligations the principal of, premium, if any, and interest on the Notes pursuant to the Guarantee by such Guarantor are hereby expressly made subordinate and subject in right of payment as provided in this Article 11 10 to the prior indefeasible payment in full in cash or Cash Equivalents or, as acceptable to the holders of Guarantor Senior Indebtedness of such Guarantor, in any other manner, of all Guarantor Senior Indebtedness of such Guarantor whether outstanding on the Issue Date or thereafter incurredGuarantor. This Section 11.01 10.06 and the following Sections 11.02 10.07 through 11.11 10.11 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of or continue to hold Guarantor Senior Indebtedness of any Guarantor; and such provisions are made for the benefit of the holders of Guarantor Senior Indebtedness of each Guarantor; and such holders are made obligees hereunder and they or each of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor covenants and agrees, and the Trustee and each Holder, by its acceptance of the Notes, likewise covenants and agrees, that to the extent and in the manner hereinafter set forth in this Article 11, the Indebtedness represented by the Guarantee and the payment of all obligations Obligations on the Notes pursuant to the Guarantee by such Guarantor are hereby expressly made subordinate and subject in right of payment as provided in this Article 11 to the prior indefeasible payment in full in cash of all Guarantor Senior Indebtedness of such Guarantor whether outstanding on the Issue Date or thereafter incurred. This Section 11.01 and the following Sections 11.02 through 11.11 11.06 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of or continue to hold Guarantor Senior Indebtedness of any Guarantor; such provisions are made for the benefit of the holders of Guarantor Senior Indebtedness of each Guarantor; and such holders are made obligees hereunder and they or each of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor covenants Anything herein to the contrary notwithstanding, each of the Guarantors, for itself and agreesits successors, and the Trustee and each Holder, by its his acceptance of the NotesGuarantees, likewise covenants and agrees, that any payment of Obligations by a Guarantor 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 11, the Indebtedness represented by the Guarantee and the payment of all obligations on the Notes pursuant to the Guarantee by such Guarantor are hereby expressly made subordinate and subject in right of payment as provided in this Article 11 Twelve, to the prior indefeasible payment in full in cash or Cash Equivalents of all Guarantor Senior Indebtedness of such Guarantor Guarantor, whether outstanding on the Issue Date or thereafter incurredIncurred, including with respect to Guarantor Senior Indebtedness, any interest accruing thereon subsequent to the occurrence of an Event of Default specified in clause (vi) or (vii) of Section 7.01 relating to the Company or any Guarantor, subsequent to a bankruptcy or other similar proceeding whether or not such interest is an allowed claim enforceable against the Company under any Bankruptcy Law. This Section 11.01 and the following Sections 11.02 through 11.11 Article Twelve shall constitute a continuing offer to all Persons who, in reliance upon such provisions, who become holders of of, or continue to hold hold, Guarantor Senior Indebtedness of any Guarantor; Indebtedness, and such provisions are made for the benefit of the holders of Guarantor Senior 112 -104- Indebtedness of each Guarantor; and such holders are made obligees hereunder and they any one or each more of them may enforce such provisions. The obligations of the Guarantors to the Trustee under Section 8.07 shall not be subject to the provisions of this Article Twelve.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor covenants and agrees, and the Trustee and each HolderHolder of Notes, by its acceptance of the Notesthereof, likewise covenants and agrees, that to the extent and in the manner hereinafter set forth in this Article 1110, the Indebtedness represented by the Guarantee and the payment of all obligations the principal of, premium, if any, 95 -87- and interest on the Notes pursuant to the Guarantee by such Guarantor are hereby expressly made subordinate and subject in right of payment as provided in this Article 11 10 to the prior indefeasible payment in full in cash or Cash Equivalents or, as acceptable to the holders of Guarantor Senior Indebtedness of such Guarantor, in any other manner, of all Guarantor Senior Indebtedness of such Guarantor whether outstanding on the Issue Date or thereafter incurredGuarantor. This Section 11.01 10.06 and the following Sections 11.02 10.07 through 11.11 10.11 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of or continue to hold Guarantor Senior Indebtedness of any Guarantor; and such provisions are made for the benefit of the holders of Guarantor Senior Indebtedness of each Guarantor; and such holders are made obligees hereunder and they or each of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor covenants Guarantor, by execution of a Guarantee, will covenant and agreesagree, and the Trustee and each Holder, by its acceptance of the Notesthereof, will likewise covenants covenant and agreesagree, that to the extent and in the manner hereinafter set forth in this Article 11, the Indebtedness represented by the Guarantee and the payment of all obligations the principal of, premium, if any, and interest on the Notes pursuant to the Guarantee by such Guarantor are hereby expressly made subordinate subordi- nate and subject in right of payment as provided in this Article 11 to the prior indefeasible payment and satisfaction in full in cash of all existing and future Guarantor Senior Indebtedness of such Guarantor whether outstanding on the Issue Date or thereafter incurredGuarantor. This Section 11.01 11.07 and the following Sections 11.02 11.08 through 11.11 11.16 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of or continue to hold Guarantor Senior Indebtedness of any Guarantor; and such provisions are made for the benefit of the holders of Guarantor Senior Indebtedness of each Guarantor; and such holders are made obligees hereunder and they or each of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor covenants Anything herein to the contrary notwithstanding, each of the Subsidiary Guarantors, for itself and agreesits successors, and the Trustee and each Holder, by its his acceptance of the NotesGuarantees, likewise covenants and agrees, that any payment of Obligations by a Subsidiary Guarantor in respect of its Guarantee (collectively, as to any Subsidiary Guarantor, its "Guarantee Obligations") is subordinated, to the extent and in the manner hereinafter set forth in this Article 11, the Indebtedness represented by the Guarantee and the payment of all obligations on the Notes pursuant to the Guarantee by such Guarantor are hereby expressly made subordinate and subject in right of payment as provided in this Article 11 Twelve, to the prior indefeasible payment in full in cash or Cash Equivalents of all Guarantor Senior Indebtedness of such Guarantor whether outstanding on the Issue Date or thereafter incurredSubsidiary Guarantor. This Section 11.01 and the following Sections 11.02 through 11.11 Article Twelve shall constitute a continuing offer to all Persons who, in reliance upon such provisions, persons who become holders of of, or continue to hold hold, Guarantor Senior Indebtedness of any Guarantor; Indebtedness, and such provisions are made for the benefit of the holders of Guarantor Senior Indebtedness of each Guarantor; and such holders are made obligees hereunder and they any one or each more of them may enforce such provisions. The obligations of the Subsidiary Guarantors to the Trustee under Section 8.07 shall not be subject to the provisions of this Article Twelve.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor covenants Anything herein to the contrary notwithstanding, each of the Subsidiary Guarantors, for itself and agreesits successors, and the Trustee and each Holder, by its his or her acceptance of Guarantees, agrees that the Notespayment of all Obligations owing to the Holders in respect of its Guarantee (collectively, likewise covenants and agreesas to any Subsidiary Guarantor, that its "Guarantee Obligations") is subordinated, to the extent and in --------------------- the manner hereinafter set forth in this Article 11, the Indebtedness represented by the Guarantee and the payment of all obligations on the Notes pursuant to the Guarantee by such Guarantor are hereby expressly made subordinate and subject in right of payment as provided in this Article 11 Twelve, to the prior indefeasible payment in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Indebtedness, of all Obligations on Guarantor Senior Indebtedness of such Guarantor whether outstanding on Subsidiary Guarantor, including without limitation, the Issue Date or thereafter incurredSubsidiary Guarantors' obligations under the Bank Facility. This Section 11.01 and the following Sections 11.02 through 11.11 Article Twelve shall constitute a continuing offer to all Persons who, in reliance upon such provisions, who become holders of of, or continue to hold hold, Guarantor Senior Indebtedness of any Guarantor; Indebtedness, and such provisions are made for the benefit of the holders of Guarantor Senior Indebtedness of each Guarantor; and such holders are made obligees hereunder and they any one or each more of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor covenants and agreesthe subordination is for the benefit of, and the Trustee and each Holder, by its acceptance of the Notes, likewise covenants and agrees, that to the extent and in the manner hereinafter set forth in this Article 11shall be enforceable directly by, the Indebtedness represented by the Guarantee and the payment holders of all obligations on the Notes pursuant to the Guarantee by such Guarantor are hereby expressly made subordinate and subject in right of payment as provided in this Article 11 to the prior indefeasible payment in full in cash of all Guarantor Senior Indebtedness of such any Guarantor, and that each holder of Guarantor Senior Indebtedness of any Guarantor whether now outstanding on or hereafter created, incurred, assumed or guaranteed shall be deemed to have acquired Guarantor Senior Indebtedness of any Guarantor in reliance upon the Issue Date or thereafter incurredcovenants and provisions contained in this Indenture and the Guarantees. This Section 11.01 10B.01 and the following Sections 11.02 10B.02 through 11.11 10B.15 of this Article Ten B shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of of, or continue to hold hold, Guarantor Senior Indebtedness of any GuarantorGuarantor and, to the extent set forth in Section 10B.02, holders of Designated Guarantor Senior Indebtedness; and such provisions are made for the benefit of the holders of Guarantor Senior Indebtedness of each GuarantorGuarantor and, to the extent set forth in 10B.02, holders of Designated Guarantor Senior Indebtedness; and such holders (to such extent) are made obligees hereunder and they or each of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor covenants Guarantor, by execution of the Guarantee, will covenant and agreesagree, and the Trustee and each HolderHolder of Notes, by its acceptance of the Notesthereof, likewise covenants and agrees, that to the extent and in the manner hereinafter set forth in this Article 1110, the Indebtedness represented by the Guarantee and the payment of all obligations on the Notes 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 11 10 to the prior indefeasible payment and satisfaction in full in cash or, as acceptable to the holders of all Guarantor Senior Indebtedness of such Guarantor, in any other manner, of all existing and future Guarantor whether outstanding on the Issue Date or thereafter incurredSenior Indebtedness of such Guarantor. This Section 11.01 10.5 and the following Sections 11.02 10.6 through 11.11 10.11 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of or continue to hold Guarantor Senior Indebtedness of any Guarantor; and such provisions are made for the benefit of the holders of Guarantor Senior Indebtedness of each Guarantor; and such holders are made obligees hereunder and they or each of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor covenants and agrees, and the Trustee and each HolderHolder of a Security, by its acceptance of the Notesthereof, likewise covenants and agrees, that to the extent and in the manner hereinafter set forth in this Article 11, the Indebtedness represented by the Guarantee and the payment of all obligations on the Notes payments pursuant to the Guarantee by such Guarantor are hereby expressly made subordinate and subject in right of payment as provided in this Article 11 Fourteen to the prior indefeasible payment in full in cash or Cash Equivalents or, as acceptable to the holders of Guarantor Senior Indebtedness of such Guarantor, in any other manner, of all Guarantor Senior Indebtedness of such Guarantor. Without limiting the generality of the definition of Guarantor Senior Indebtedness, "Guarantor Senior Indebtedness" shall include the payment of interest, including interest that would accrue but for the filing of a petition initiating any proceeding under any Bankruptcy Law, whether outstanding on the Issue Date or thereafter incurrednot such claim is allowable in such proceeding. This Section 11.01 and the The following Sections 11.02 14.04 through 11.11 14.17 of this Article Fourteen shall constitute a continuing offer to all Persons persons who, in reliance upon such provisions, become holders of of, or continue to hold Guarantor Senior Indebtedness of any Guarantor; and such provisions are made for the benefit of the holders of Guarantor Senior Indebtedness of each Guarantor; and such holders are made obligees hereunder and they or each of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor hereby covenants and agrees, and the Trustee and each HolderHolder of Notes, by its acceptance of the Notesthereof, likewise covenants and agrees, that to the extent and in the manner hereinafter set forth in this Article 11, the Indebtedness represented by the Guarantee and the payment of all obligations the principal of, premium, if any, and interest on the Notes pursuant to the Guarantee by such Guarantor are hereby expressly made subordinate and subject in right of payment as provided in this Article 11 to the prior indefeasible payment and satisfaction in full in cash of all Guarantor Senior Indebtedness of such Guarantor whether outstanding on the Issue Date or thereafter incurredGuarantor. This Section 11.01 11.06 and the following Sections 11.02 11.07 through 11.11 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of or continue to hold Guarantor Senior Indebtedness of any Guarantor; and such provisions are made for the benefit of the holders of Guarantor Senior Indebtedness of each Guarantor; and such holders are made obligees hereunder and they or each of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor covenants and agrees, and the Trustee and each HolderHolder of the Notes, by its acceptance of the Notesthereof, likewise covenants and agrees, that all Guarantees shall be issued subject to the provisions of this Article Twelve; and the Trustee and each Person holding any Note, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees that the payment of all Obligations on the Notes pursuant to the Guarantees by any Guarantor shall, to the extent and in the manner hereinafter herein set forth in this Article 11forth, the Indebtedness represented by the Guarantee be subordinated and the payment of all obligations on the Notes pursuant to the Guarantee by such Guarantor are hereby expressly made subordinate and subject junior in right of payment as provided in this Article 11 to the prior indefeasible payment in full in cash or Cash Equivalents of all Obligations on the Guarantor Senior Indebtedness of such Guarantor whether outstanding on the Issue Date or thereafter incurred. This Section 11.01 and the following Sections 11.02 through 11.11 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of or continue to hold Guarantor Senior Indebtedness of any Guarantor; such provisions are made that the subordination is for the benefit of of, and shall be enforceable directly by, the holders of Guarantor Senior Indebtedness, and that each holder of Guarantor Senior Indebtedness of each Guarantor; whether now outstanding or hereafter created, incurred, assumed or guaranteed shall be deemed to have acquired Guarantor Senior Indebtedness in reliance upon the covenants and such holders are made obligees hereunder provisions contained in this Indenture, the Notes and they or each of them may enforce such provisionsthe Guarantees.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Subsidiary Guarantor covenants and agrees, and the Trustee and each HolderHolder of the Notes, by its acceptance of the Notesthereof, likewise covenants and agrees, that all Guarantees shall be issued subject to the provisions of this Article Twelve; and the Trustee and each Person holding any Note, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees that the payment of all Obligations on the Notes pursuant to the Guarantees by any Subsidiary Guarantor shall, to the extent and in the manner hereinafter herein set forth in this Article 11forth, the Indebtedness represented by the Guarantee be subordinated and the payment of all obligations on the Notes pursuant to the Guarantee by such Guarantor are hereby expressly made subordinate and subject junior in right of payment as provided in this Article 11 to the prior indefeasible payment in full in cash or Cash Equivalents of all Obligations on the Guarantor Senior Indebtedness of such Guarantor whether outstanding on the Issue Date or thereafter incurred. This Section 11.01 and the following Sections 11.02 through 11.11 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of or continue to hold Guarantor Senior Indebtedness of any Subsidiary Guarantor; such provisions are made that the subordination is for the benefit of of, and shall be enforceable directly by, the holders of Guarantor Senior Indebtedness, and that each holder of Guarantor Senior Indebtedness of each Guarantor; whether now outstanding or hereafter created, incurred, assumed or guaranteed shall be deemed to have acquired Guarantor Senior Indebtedness in reliance upon the covenants and such holders are made obligees hereunder provisions contained in this Indenture, the Notes and they or each of them may enforce such provisionsthe Guarantees.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor covenants and agrees, and the Trustee and each Holder, by its acceptance of the Notesthereof, likewise covenants and agrees, that to the extent and in the manner hereinafter set forth in this Article 11, the Indebtedness represented by the Guarantee and the payment of all obligations on the Notes payments pursuant to the Guarantee made by or on behalf of such Guarantor are hereby expressly made subordinate and subject in right of payment as provided in this Article 11 XI to the prior indefeasible payment in full in cash or Cash Equivalents of all amounts payable under all existing and future Guarantor Senior Indebtedness of such Guarantor whether outstanding on the Issue Date or thereafter incurredGuarantor. This Section 11.01 11.5 and the following Sections 11.02 11.6 through 11.11 11.17 of this Article XI shall constitute a continuing offer to all Persons persons who, in reliance upon such provisions, become holders of of, or continue to hold Guarantor Senior Indebtedness of any GuarantorGuarantor and, to the extent set forth in Section 11.7(b), holders of Designated Senior Indebtedness; and such provisions are made for the benefit of the holders of Guarantor Senior Indebtedness of each GuarantorGuarantor and, to the extent set forth in Section 11.7(b), holders of Designated Senior Indebtedness; and such holders (to such extent) are made obligees hereunder and they or each of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor covenants and agrees, and the Trustee and each Holder, by its acceptance of the Notesthereof, likewise covenants and agrees, that to the extent and in the manner hereinafter set forth in this Article 1110, the Indebtedness represented by the Guarantee and the payment of all obligations Obligations on the Notes pursuant to the Guarantee by such Guarantor are hereby expressly made subordinate and subject in right of payment as provided in this Article 11 10 to the prior indefeasible payment and satisfaction in full in cash of all Obligations in respect of all Guarantor Senior Indebtedness of such Guarantor whether outstanding on the Issue Date or thereafter incurred(including post-petition interest thereon). This Section 11.01 10.09 and the following Sections 11.02 10.10 through 11.11 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of or continue to hold Guarantor Senior Indebtedness of any Guarantor; such provisions 10.14 are made for the benefit of of, and shall be enforceable directly by, the holders of Guarantor Senior Indebtedness, each holder is made an obligee hereunder, and each holder of any Guarantor Senior Indebtedness, whether now outstanding or hereafter created, incurred, assumed or guaranteed, shall be deemed to have acquired such Guarantor Senior Indebtedness of each Guarantor; in reliance upon the covenants and such holders are made obligees hereunder provisions contained in this Indenture and they or each of them may enforce such provisionsthe Notes.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor covenants Guarantor, by execution of the Guarantee, will covenant and agreesagree, and the Trustee and each HolderHolder of Notes, by its acceptance of the Notesthereof, likewise covenants and agrees, that to the extent and in the manner hereinafter set forth in this Article 1110, the Indebtedness represented by the Guarantee and the payment of all obligations the principal of, premium, if any, and interest on the Notes pursuant to the Guarantee by such Guarantor are hereby expressly made subordinate and subject in right of payment as provided in this Article 11 10 to the prior indefeasible payment and satisfaction in full in cash of all Guarantor Senior Indebtedness of such Guarantor whether outstanding on the Issue Date or thereafter incurredGuarantor. This Section 11.01 10.05 and the following Sections 11.02 10.06 through 11.11 10.10 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of or continue to hold Guarantor Senior Indebtedness of any Guarantor; and such provisions are made for the benefit of the holders of Guarantor Senior Indebtedness of each Guarantor; and such holders are made obligees hereunder and they or each of them may enforce such provisions.. 115 -106-

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor covenants and agrees, and the Trustee and each HolderHolder of a Security, by its acceptance of the Notesthereof, likewise covenants and agrees, that that, to the extent and in the manner hereinafter set forth in this Article 11Twelve, the Indebtedness represented by the Guarantee and the payment made by or on behalf of all obligations on the Notes pursuant to the Guarantee by such Guarantor are is hereby expressly made subordinate and subject in right of payment as provided in this Article 11 Twelve to the prior indefeasible payment in full in cash or Cash Equivalents or, as acceptable to the holders of Guarantor Senior Indebtedness in any other manner, of all amounts payable under all existing and future Guarantor Senior Indebtedness of such Guarantor whether outstanding on the Issue Date or thereafter incurredGuarantor. This Section 11.01 12.04 and the following Sections 11.02 12.05 through 11.11 12.17 of this Article Twelve shall constitute a continuing offer to all Persons persons who, in reliance upon such provisions, become holders of of, or continue to hold Guarantor Senior Indebtedness of any GuarantorGuarantor and, to the extent set forth in Section 12.06(b), holders of Designated Senior Indebtedness; and such provisions are made for the benefit of the holders of Guarantor Senior Indebtedness of each GuarantorGuarantor and, to the extent set forth in Section 12.06(b), holders of Designated Senior Indebtedness; and such holders (to such extent) are made obligees hereunder and they or each of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor covenants The Guarantors covenant and agreesagree, and the Trustee and each Holder, Holder of the Securities by its or his acceptance of the Notes, thereof likewise covenants and agrees, that the Guarantees shall be issued subject to the provisions of this Article Twelve; and each person holding any Security, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees that all payments of the principal of and interest and Liquidated Damages, if any, on the Securities pursuant to the Guarantees made by or on behalf of the Guarantors shall, to the extent and in the manner hereinafter set forth in this Article 11Twelve, the Indebtedness represented by the Guarantee be subordinated and the payment of all obligations on the Notes pursuant to the Guarantee by such Guarantor are hereby expressly made subordinate and subject junior in right of payment as provided in this Article 11 to the prior indefeasible payment in full in cash or Cash Equivalents of all amounts payable under Guarantor Senior Indebtedness of such Guarantor whether outstanding on the Issue Date Guarantor, including that Guarantor's borrowings under, or thereafter incurred. This Section 11.01 and Guarantee of, the following Sections 11.02 through 11.11 shall constitute a continuing offer Senior Credit Facility, to all Persons who, in reliance upon such provisions, become holders of or continue the same extent that the Securities are subordinated to hold Guarantor Senior Indebtedness of any Guarantor; such provisions are made for the benefit of the holders of Guarantor Senior Indebtedness of each Guarantor; and such holders are made obligees hereunder and they or each of them may enforce such provisionsCompany as set forth in Article Eight.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor covenants and agrees, and the Trustee and each HolderHolder of Notes, by its acceptance of the Notesthereof, likewise covenants and agrees, that to the extent and in the manner hereinafter set forth in this Article 11X, the Indebtedness represented by the Guarantee and the payment of all obligations the principal of, premium, if any, and interest on the Notes pursuant to the Guarantee by such Guarantor are hereby expressly made subordinate and subject in right of payment as provided in this Article 11 X to the prior indefeasible payment and satisfaction in full in cash of all Guarantor Senior Indebtedness of such Guarantor whether outstanding on the Issue Date or thereafter incurredGuarantor. This Section 11.01 10.5 and the following Sections 11.02 10.6 through 11.11 10.10 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of or continue to hold Guarantor Senior Indebtedness of any Guarantor; and such provisions are made for the benefit of the holders of Guarantor Senior Indebtedness of each Guarantor; and such holders are made obligees hereunder and they or each of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor covenants Anything herein to the contrary notwithstanding, each of the Subsidiary Guarantors, for itself and agreesits successors, and the Trustee and each Holder, by its his or her acceptance of Guarantees, agrees that the Notespayment of all Obligations owing to the Holders in respect of its Guarantee (collectively, likewise covenants and agreesas to any Subsidiary Guarantor, that its "Guarantee Obligations") is subordinated, to the extent and in the manner hereinafter set forth in this Article 11, the Indebtedness represented by the Guarantee and the payment of all obligations on the Notes pursuant to the Guarantee by such Guarantor are hereby expressly made subordinate and subject in right of payment as provided in this Article 11 Twelve, to the prior indefeasible payment in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Indebtedness, of all Obligations on Guarantor Senior Indebtedness of such Guarantor whether outstanding on Subsidiary Guarantor, including without limitation, the Issue Date or thereafter incurredSubsidiary Guarantors' obligations under the Credit Agreement. This Section 11.01 and the following Sections 11.02 through 11.11 Article Twelve shall constitute a continuing offer to all Persons who, in reliance upon such provisions, who become holders of of, or continue to hold hold, Guarantor Senior Indebtedness of any Guarantor; Indebtedness, and such provisions are made for the benefit of the holders of Guarantor Senior Indebtedness of each Guarantor; and such holders are made obligees hereunder and they any one or each more of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor covenants Guarantor, by execution of a Guarantee, will covenant and agreesagree, and the Trustee and each HolderHolder of Notes, by its acceptance of the Notesthereof, will likewise covenants and agrees, that to the extent and in the manner hereinafter set forth in this Article 11Ten, the Indebtedness represented by the Guarantee and the payment of all obligations the principal of, premium, if any, and interest on the Notes pursuant to the Guarantee by such Guarantor are hereby expressly made subordinate and subject in right of payment as provided in this Article 11 Ten to the prior indefeasible payment and satisfaction in full in cash of all existing and future Guarantor Senior Indebtedness of such Guarantor whether outstanding on the Issue Date or thereafter incurredGuarantor. This Section 11.01 10.07 and the following Sections 11.02 10.08 through 11.11 10.16 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of or continue to hold Guarantor Senior Indebtedness of any Guarantor; and such provisions are made for the benefit of the holders of Guarantor Senior Indebtedness of each Guarantor; and such holders are made obligees hereunder and they or each of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor covenants and agrees, and the Trustee and each HolderHolder of Notes, by its acceptance of the Notesthereof, likewise covenants and agrees, that to the extent and in the manner hereinafter set forth in this Article 11Ten, the Indebtedness represented by the Guarantee and the payment of all obligations the principal of, premium, if any, and interest on the Notes pursuant to the Guarantee by such Guarantor are hereby expressly made subordinate and subject in right of payment as provided in this Article 11 Ten to the prior indefeasible payment and satisfaction in full in cash of all existing and future Guarantor Senior Indebtedness of such Guarantor whether outstanding on the Issue Date or thereafter incurredGuarantor. This Section 11.01 10.06 and the following Sections 11.02 10.07 through 11.11 10.15 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of or continue to hold Guarantor Senior Indebtedness of any Guarantor; and such provisions are made for the benefit of the holders of Guarantor Senior Indebtedness of each Guarantor; and such holders are made obligees hereunder and they or each of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor covenants and agrees, and the Trustee and each Holder, by its acceptance of the Notesthereof, likewise covenants and agrees, that to the extent and in the manner hereinafter set forth in this Article 1110, the Indebtedness represented by the Guarantee and the payment of all obligations Obligations on the Notes pursuant to the Guarantee by such Guarantor are hereby expressly made subordinate and subject in right of payment as provided in this Article 11 10 to the prior indefeasible payment and satisfaction in full in cash of all Obligations in respect of all Guarantor Senior Indebtedness of such Guarantor whether outstanding on the Issue Date or thereafter incurred(including post-petition interest thereon). This Section 11.01 10.09 and the following Sections 11.02 10.10 through 11.11 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of or continue to hold Guarantor Senior Indebtedness of any Guarantor; such provisions 10.14 are made for the benefit of of, and shall be enforceable directly by, the holders of Guarantor Senior Indebtedness, each holder is made an obligee hereunder, and each holder of any Guarantor Senior Indebtedness, whether now outstanding or here- after created, incurred, assumed or guaranteed, shall be deemed to have acquired such Guarantor Senior Indebtedness of each Guarantor; in reliance upon the covenants and such holders are made obligees hereunder provisions contained in this Indenture and they or each of them may enforce such provisionsthe Notes.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor covenants and agrees, and the Trustee and each HolderHolder of Notes, by its acceptance of the Notesthereof, likewise covenants and agrees, that that, to the extent and in the manner hereinafter set forth in this Article 1110, the Indebtedness represented by the Guarantee and the payment of all obligations the principal of, premium, if any, and interest on the Notes pursuant to the Guarantee by such Guarantor are hereby expressly made subordinate and subject in right of payment as provided in this Article 11 10 to the prior indefeasible payment and satisfaction in full in cash of all Guarantor Senior Indebtedness of such Guarantor whether outstanding on the Issue Date or thereafter incurredGuarantor. This Section 11.01 and the following Sections 11.02 through 11.11 Article 10 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of or continue to hold Guarantor Senior Indebtedness of any Guarantor; and such provisions are made for the benefit of the holders of Guarantor Senior Indebtedness of each Guarantor; and such holders are made obligees hereunder and they or each of them may enforce such provisions.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor covenants and agrees, and the Trustee and each HolderHolder of Notes, by its acceptance of the Notesthereof, likewise covenants and agrees, that to the extent and in the manner hereinafter set forth in this Article 1110, the Indebtedness represented by the Guarantee and the payment of all obligations the principal of, premium, if any, and interest on the Notes pursuant to the Guarantee by such Guarantor are hereby expressly made subordinate and subject in right of payment as provided in this Article 11 10 to the prior indefeasible payment in full in cash of all existing and future Guarantor Senior Indebtedness of such Guarantor whether outstanding on the Issue Date or thereafter incurredGuarantor. This Section 11.01 10.06 and the following Sections 11.02 10.07 through 11.11 10.11 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of or continue to hold Guarantor Senior Indebtedness of any Guarantor; and such provisions are made for the benefit of the holders of Guarantor Senior Indebtedness of each Guarantor; and such holders are made obligees hereunder and they or each of them may enforce such provisions.