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

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor, by execution of the Guarantee, will covenant and agree, and each Holder of Notes, by its acceptance thereof, likewise covenants and agrees, that to the extent and in the manner hereinafter set forth in this Article 10, the Indebtedness represented by the Guarantee and the payment of the principal of, premium, if any, interest, indemnification payments, expenses and other amounts on the Notes pursuant to the Guarantee by such Guarantor and under or in respect of the Financing Documents are hereby expressly made subordinate and subject in right of payment as provided in this Article 10 to the prior indefeasible payment and satisfaction in full (as hereinafter defined) of all Guarantor Senior Indebtedness of such Guarantor. This Section 10.05 and the following Sections 10.06 through 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. For all purposes of this Article 10, all Guarantor Senior Indebtedness now or hereafter existing and all other Obligations relating thereto shall not be deemed to have been paid in full unless and until all of the Obligations of any holder thereof shall have been indefeasibly paid in full in cash (including, without limitation, all Accrued Bankruptcy Interest) and all of the commitments thereunder shall have been terminated and, in the case of any Letter of Credit Obligations, such Obligations shall have been fully drawn and paid in full in cash or 100% cash collateralized. A distribution may consist of cash, securities or other property, by set-off or otherwise.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor, by execution of the Guarantee, will covenant Guarantor covenants and agreeagrees, and each Holder of NotesHolder, by its acceptance thereofof a Security, likewise covenants and agrees, that to the extent and in the manner hereinafter set forth in this Article 10, the Indebtedness represented by the Guarantee and the payment of the principal of, premium, if any, interest, indemnification payments, expenses and other amounts on the Notes all payments pursuant to the Guarantee by such Guarantor and under or in respect of the Financing Documents are hereby expressly made subordinate and subject in right of payment as provided in this Article 10 Fifteen to the prior indefeasible payment and satisfaction in full (in cash or Cash Equivalents or, as hereinafter defined) acceptable to the holders of Guarantor Senior Indebtedness of such Guarantor, in any other manner, of all Guarantor Senior Indebtedness of such Guarantor. This Section 10.05 and 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 or not such claim is allowable in such proceeding. The following Sections 10.06 15.04 through 10.10 15.17 of this Article Fifteen 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. For all purposes To the extent Holders seek to realize upon Collateral prior to the Release Date following an exercise of remedies under this Indenture or Available Escrow Proceeds are required to be applied to fund an Escrow Proceeds Offer, the subordination provisions of this Article 10, all Guarantor Senior Indebtedness now 15 will not apply to the Collateral or hereafter existing and all other Obligations relating thereto shall not be deemed to have been paid in full unless and until all of the Obligations of any holder thereof shall have been indefeasibly paid in full in cash (including, without limitation, all Accrued Bankruptcy Interest) and all of Available Escrow Proceeds or the commitments thereunder shall have been terminated and, in the case of any Letter of Credit Obligations, such Obligations shall have been fully drawn and paid in full in cash funds represented thereby or 100% cash collateralized. A distribution may consist of cash, securities or other property, by set-off or otherwisederived therefrom.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each GuarantorGuarantor covenants and agrees, by execution of and the Guarantee, will covenant and agree, Trustee and each Holder of Notesthe Securities, by its acceptance thereof, 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 Guarantee, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees that the payment of all Obligations on the Securities pursuant to the Guarantees (except for the payment of fees and expenses of the Trustee under Section 7.07) made by or on behalf of such Guarantor shall, to the extent and in the manner hereinafter herein set forth in this Article 10forth, the Indebtedness represented by the Guarantee be subordinated and the payment of the principal of, premium, if any, interest, indemnification payments, expenses and other amounts on the Notes pursuant to the Guarantee by such Guarantor and under or in respect of the Financing Documents are hereby expressly made subordinate and subject junior in right of payment as provided in this Article 10 to the prior indefeasible payment and satisfaction in full in cash or Cash Equivalents (as hereinafter definedor such payment shall be duly provided for to the satisfaction of the holders of the Guarantor Senior Indebtedness of any Guarantor) of all existing and future Obligations on the Guarantor Senior Indebtedness of such Guarantor; that the subordination is for the benefit of, and shall be enforceable directly by the holders of Guarantor Senior Indebtedness of any Guarantor and that each holder of Guarantor Senior Indebtedness of any Guarantor whether now outstanding or hereafter created, incurred, assumed or guaranteed shall be deemed to have acquired Guarantor Senior Indebtedness of any Guarantor in reliance upon the covenants and provisions contained in this Indenture and the Guarantees. This Section 10.05 12.01 and the following Sections 10.06 12.02 through 10.10 12.15 of this Article Twelve 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 this Section 12.02, 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 Section 12.02, 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. For all purposes of this Article 10, all Guarantor Senior Indebtedness now or hereafter existing and all other Obligations relating thereto shall not be deemed to have been paid in full unless and until all of the Obligations of any holder thereof shall have been indefeasibly paid in full in cash (including, without limitation, all Accrued Bankruptcy Interest) and all of the commitments thereunder shall have been terminated and, in the case of any Letter of Credit Obligations, such Obligations shall have been fully drawn and paid in full in cash or 100% cash collateralized. A distribution may consist of cash, securities or other property, by set-off or otherwise.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each GuarantorGuarantor covenants and agrees, by execution of and the Guarantee, will covenant and agree, Trustee and each Holder of Notesthe Securities, by its acceptance thereof, likewise covenants and agrees, that all Guarantees shall be issued subject to the provisions of this Article Ten B; and the Trustee and each Person holding any Guarantee, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees that the payment of all Obligations on the Securities pursuant to the Guarantees (except for the 91 92 payment of fees and expenses of the Trustee under Section 7.07) made by or on behalf of such Guarantor shall, to the extent and in the manner hereinafter herein set forth in this Article 10forth, the Indebtedness represented by the Guarantee be subordinated and the payment of the principal of, premium, if any, interest, indemnification payments, expenses and other amounts on the Notes pursuant to the Guarantee by such Guarantor and under or in respect of the Financing Documents are hereby expressly made subordinate and subject junior in right of payment as provided in this Article 10 to the prior indefeasible payment and satisfaction in full in cash or Cash Equivalents (as hereinafter definedor such payment shall be duly provided for to the satisfaction of the holders of the Guarantor Senior Indebtedness of any Guarantor) of all existing and future Obligations on the Guarantor Senior Indebtedness of such Guarantor; that the subordination is for the benefit of, and shall be enforceable directly by, the holders of Guarantor Senior Indebtedness of any Guarantor, and that each holder of Guarantor Senior Indebtedness of any Guarantor whether now outstanding or hereafter created, incurred, assumed or guaranteed shall be deemed to have acquired Guarantor Senior Indebtedness of any Guarantor in reliance upon the covenants and provisions contained in this Indenture and the Guarantees. This Section 10.05 10B.01 and the following Sections 10.06 10B.02 through 10.10 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. For all purposes of this Article 10, all Guarantor Senior Indebtedness now or hereafter existing and all other Obligations relating thereto shall not be deemed to have been paid in full unless and until all of the Obligations of any holder thereof shall have been indefeasibly paid in full in cash (including, without limitation, all Accrued Bankruptcy Interest) and all of the commitments thereunder shall have been terminated and, in the case of any Letter of Credit Obligations, such Obligations shall have been fully drawn and paid in full in cash or 100% cash collateralized. A distribution may consist of cash, securities or other property, by set-off or otherwise.

Guarantee Obligations Subordinated to Guarantor Senior Indebtedness. Each Guarantor, by execution of the Guarantee, will covenant and agree, and each Holder of Notes, by its acceptance thereof, likewise covenants and agrees, that to the extent and in the manner hereinafter set forth in this Article 10, the Indebtedness represented by the Guarantee and the payment of the principal of, premium, if any, interest, indemnification payments, expenses and other amounts on the Notes pursuant to the Guarantee by such Guarantor and under or in respect of the Financing Documents are hereby expressly made subordinate and subject in right of payment as provided in this Article 10 to the prior indefeasible payment and satisfaction in full (as hereinafter defined) of all Guarantor Senior Indebtedness of such Guarantor. This Section 10.05 and the following Sections 10.06 through 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. For all purposes of this Article 10X, all Guarantor Senior Indebtedness now or hereafter existing and all other Obligations relating thereto shall not be deemed to have been paid in full unless and until all of the Obligations of any holder thereof shall have been indefeasibly paid in full in cash (including, without limitation, all Accrued Bankruptcy Interest) and all of the commitments thereunder shall have been terminated and, in the case of any Letter of Credit Obligations, such Obligations shall have been fully drawn and paid in full in cash or 100% cash collateralized. A distribution may consist of cash, securities or other property, by set-off or otherwise.