Common use of Note Subordinated to Senior Debt Clause in Contracts

Note Subordinated to Senior Debt. To the extent and in the manner -------------------------------- hereinafter set forth in this Section 4, the indebtedness represented by this Note and the payment of the principal of and the interest on this Note and any claim for rescission of the purchase of this Note, and any claim which is the equivalent of or substitute for principal of or interest on this Note, for damages arising from the purchase of this Note or for reimbursement or contribution on account of such a claim, and all other payments with respect to or on account of this Note (collectively, the "Subordinated Debt") are hereby expressly made subordinate and subject in right of payment to the prior payment in full in cash of all Senior Debt. This Section 4 constitutes a continuing offer to all Persons who become holders of, or continue to hold, Senior Debt, each of whom is an obligee hereunder and is entitled to enforce such holder's rights hereunder, subject to the provisions hereof, without any act or notice of acceptance hereof or reliance hereon. For purposes of this Section 4, Senior Debt shall not be deemed to have been paid in full until the termination of all commitments or other obligations by any holder thereof and unless all such holders shall have received indefeasible payment in full in cash of all obligations under or in respect of Senior Debt (including, without limitation, Post-Petition Interest).

Note Subordinated to Senior Debt. To the extent and in the manner -------------------------------- hereinafter set forth in this Section 4, the indebtedness represented by this Note and the payment of the principal of and the interest on this Note and any claim for rescission of the purchase of this Note, and any claim which is the equivalent of or substitute for principal of or interest on this Note, for damages arising from the purchase of this Note or for reimbursement or contribution on account of such a claim, and all other payments with respect to or on account of this Note (collectively, the "Subordinated DebtSUBORDINATED DEBT") are hereby expressly made subordinate and subject in right of payment to the prior payment in full in cash of all Senior Debt. This Section 4 constitutes a continuing offer to all Persons who become holders of, or continue to hold, Senior Debt, each of whom is an obligee hereunder and is entitled to enforce such holder's rights hereunder, subject to the provisions hereof, without any act or notice of acceptance hereof or reliance hereon. For purposes of this Section 4, Senior Debt shall not be deemed to have been paid in full until the termination of all commitments or other obligations by any holder thereof and unless all such holders shall have received indefeasible payment in full in cash of all obligations under or in respect of Senior Debt (including, without limitation, Post-Post Petition Interest).

Note Subordinated to Senior Debt. To the extent and in the manner -------------------------------- hereinafter set forth in this Section 4, the indebtedness represented by this Note and the The payment of the principal of and the of, -------------------------------- interest on this Note and any claim for rescission of the purchase of this Note, and any claim which is the equivalent of or substitute for principal of or interest on this Note, for damages arising from the purchase of this Note or for reimbursement or contribution on account of such a claimon, and all other payments amounts payable with respect to or on account of to, this Note (collectively, the "Subordinated DebtSUBORDINATED PAYMENTS") are hereby expressly made subordinate subordinated and subject junior --------------------- in right of payment payment, to the prior payment extent and in full in cash of the manner set forth herein to all Senior Debt. As used herein, the term "SENIOR DEBT" shall mean with respect to ----------- the Company (i) all indebtedness for money borrowed from any bank, trust company, insurance company or other financial institution, including commercial paper and accounts receivable sold or assigned by the Company to such institutions, and (ii) all obligations of the Company as lessee under leases of real or personal property; provided any such indebtedness in either event is not -------- convertible into Common Stock. This Section 4 constitutes 3 shall constitute a continuing offer to all Persons who persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Debt, whether now outstanding or hereafter created, incurred, assumed or guaranteed, and such provisions are made for the benefit of the holders of Senior Debt. This Note is binding upon the Company and its permitted successors and assigns and the Holder and its endorsees, each of whom is an obligee hereunder whom, by its acceptance of this Note, agrees to be bound by and is entitled to enforce such holder's rights hereunder, subject to comply with all of the provisions hereof, without any act or notice of acceptance hereof or reliance hereon. For purposes of this Section 4, Senior Debt shall not be deemed to have been paid in full until the termination of all commitments or other obligations by any holder thereof and unless all such holders shall have received indefeasible payment in full in cash of all obligations under or in respect of Senior Debt (including, without limitation, Post-Petition Interest)Note.

Note Subordinated to Senior Debt. To the extent and in the manner -------------------------------- hereinafter set forth in this Section 44 and subject to the terms of Section 5 below, the indebtedness represented by this Note and the payment of the principal of and the interest on this Note and any claim for rescission of the purchase of this Note, and any claim which is the equivalent of or substitute for principal of or interest on this Note, for damages arising from the purchase of this Note or for reimbursement or contribution on account of such a claim, and all other payments with respect to or on account of this Note (collectively, the "Subordinated DebtSUBORDINATED DEBT") rank PARI PASSU in right of payment with the subordinated notes issued by Federal Data Corporation, a Delaware corporation, pursuant to that certain Agreement and Plan of Merger dated October 18, 1995, by and among FDC Holdings, Inc., a Delaware corporation, Federal Data Corporation and X. Xxxxxx Xxxxxx as shareholder representative and are hereby expressly made subordinate and subject in right of payment to the prior payment in full in cash of all Senior Debt. This Section 4 constitutes a continuing offer to all Persons who become holders of, or continue to hold, Senior Debt, each of whom is an obligee hereunder and is entitled to enforce such holder's rights hereunder, subject to the provisions hereof, without any act or notice of acceptance hereof or reliance hereon. For purposes of this Section 4, Senior Debt shall not be deemed to have been paid in full until the termination of all commitments or other obligations by any holder thereof and unless all such holders shall have received indefeasible payment in full in cash of all obligations under or in respect of Senior Debt (including, without limitation, Post-Post Petition Interest).