Common use of Notes Subordinate to Senior Indebtedness Clause in Contracts

Notes Subordinate to Senior Indebtedness. The Company covenants and agrees, and each Holder of a Note, by his acceptance thereof, likewise covenants and agrees, for the benefit of the holders, from time to time, of Senior Indebtedness, that, to the extent and in the manner hereinafter set forth in this Article, the indebtedness represented by the Notes and the payment of the principal of and interest on each and all of the Notes are hereby expressly made subordinate and subject in right of payment as provided in this Article to the prior payment in full of all Senior Indebtedness, whether outstanding on the date of this Indenture or thereafter created, incurred, assumed or guaranteed; PROVIDED, HOWEVER, that the Notes, the indebtedness represented thereby and the payment of the principal of and interest on the Notes in all respects shall rank equally with, or prior to, all existing and future unsecured indebtedness (including, without limitation, Indebtedness for Money Borrowed) of the Company that is subordinated to Senior Indebtedness. This Article Thirteen shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the holders of Senior Indebtedness, and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

Notes Subordinate to Senior Indebtedness. The Company covenants and agrees, and each Holder of a Note, whether upon original issue or upon registration of transfer, assignment or exchange thereof, by his its acceptance thereof, likewise covenants and agrees, for the benefit of the holders, from time to time, of Senior Indebtedness, that, to the extent and in the manner hereinafter set forth in this ArticleArticle 16, the indebtedness represented by the Notes and the payment of the principal of (including the Fundamental Change Repurchase Price, if applicable) of, the Settlement Amount due upon conversion of, and accrued and unpaid interest on, all Notes and all other amounts and claims owing on and with respect to each and all of the Notes and all obligations of the Company under this Indenture (collectively, the “Subordinated Obligations”) are hereby expressly made subordinate and subject junior in right of payment as provided in this Article to the prior payment in full full, in cash or other payment satisfactory to the holders of Senior Indebtedness, of all Senior Indebtedness, whether outstanding on the date of this Indenture or thereafter created, incurred, assumed or guaranteed; PROVIDED, HOWEVER, and that the Notes, the indebtedness represented thereby and the payment of the principal of and interest on the Notes in all respects shall rank equally with, or prior to, all existing and future unsecured indebtedness (including, without limitation, Indebtedness for Money Borrowed) of the Company that said subordination is subordinated to Senior Indebtedness. This Article Thirteen shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the holders of Senior Indebtedness, Indebtedness and such holders are made obligees hereunder they and any one or more each of them severally may enforce such provisionssubordination. The Notes will rank pari passu in right of payment with all other Senior Subordinated Indebtedness of the Company and senior in right of payment to all Subordinated Indebtedness of the Company.

Notes Subordinate to Senior Indebtedness. The Company covenants and agrees---------------------------------------- agrees that anything in this Agreement or the Notes to the contrary notwithstanding, the indebtedness evidenced by the Notes is subordinate and junior in right of payment to all Senior Indebtedness to the extent provided herein, and each Holder holder of a NoteNotes, by his acceptance thereof, likewise covenants and agreesagrees to the subordination herein provided and shall be bound by the provisions hereof. Senior Indebtedness shall continue to be Senior Indebtedness and entitled to the benefits of these subordination provisions irrespective of any amendment, for the benefit modification or waiver of any term of the holdersSenior Indebtedness or extension or renewal of the Senior Indebtedness. In the event that the Company shall default in the payment of any principal of (or premium, from time if any) or interest on any Senior Indebtedness when the same becomes due and payable, whether at maturity or at a date fixed for repayment or by declaration of acceleration or otherwise, then, upon written notice of such default to time, the Company by the holders of Senior IndebtednessIndebtedness or any trustee therefor or representative thereof, thatunless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to the extent and in the manner hereinafter set forth in this Article, the indebtedness represented by the Notes and the payment be made on account of the principal of and or interest on each and all any of the Notes are hereby expressly made subordinate and subject in right of payment as provided in this Article to the prior payment in full of all Senior Indebtedness, whether outstanding on the date of this Indenture or thereafter created, incurred, assumed or guaranteed; PROVIDED, HOWEVER, that the Notes, the indebtedness represented thereby and the payment or in respect of any redemption, retirement, purchase or other acquisition of any of the principal of and interest on Notes. In the Notes in all respects shall rank equally with, or prior to, all existing and future unsecured indebtedness (including, without limitation, Indebtedness for Money Borrowed) of the Company that is subordinated to Senior Indebtedness. This Article Thirteen shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders event of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the holders of Senior Indebtedness, and such holders are made obligees hereunder and any one or more of them may enforce such provisions.:

Notes Subordinate to Senior Indebtedness. The Company covenants and agrees, and each Holder of a Note, by his acceptance thereof, likewise covenants and agrees, for the benefit of the holders, from time to time, of Senior Indebtedness, that, to the extent and in the manner hereinafter set forth in this Article, the indebtedness represented by the Notes and the payment of the principal of (and premium, if any, on) and interest on each and all of the Notes are hereby expressly made subordinate and subject in right of payment as provided in this Article to the prior payment in full of all Senior Indebtedness, whether outstanding on the date of this Indenture or thereafter created, incurred, assumed or guaranteed; PROVIDEDprovided, HOWEVERhowever, that the Notes, the indebtedness represented thereby and the payment of the principal of (and premium, if any, on) and interest on the Notes in all respects shall rank equally with, or prior to, all existing and future unsecured indebtedness (including, without limitation, Indebtedness for Money Borrowed) of the Company that is subordinated to Senior Indebtedness. This Article Thirteen shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the holders of Senior Indebtedness, and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

Notes Subordinate to Senior Indebtedness. The Company Issuer covenants and agrees, and each Holder of a NoteNotes, by his its acceptance thereof, likewise covenants and agrees, for the benefit of the holders, from time to time, of Senior Indebtedness, that, to the extent and in the manner hereinafter set forth in this ArticleArticle 11, the indebtedness Indebtedness represented by the Notes and the payment of the principal of of, and interest premium, if any, interest, indemnification payments, expenses and other amounts on each the Notes and all under or in respect of the Notes Financing Documents (collectively, the "Subordinated Obligations") 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 (as hereinafter defined) of all Senior Indebtedness, whether outstanding on the date of this Indenture or thereafter created, incurred, assumed or guaranteed; PROVIDED, HOWEVER, that the Notes, the indebtedness represented thereby and the payment of the principal of and interest on the Notes in all respects shall rank equally with, or prior to, all existing and future unsecured indebtedness (including, without limitation, Indebtedness for Money Borrowed) of the Company that is subordinated to Senior Indebtedness. This Article Thirteen 11 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of, of or continue to hold, hold Senior Indebtedness, ; and such provisions are made for the benefit of the holders of Senior Indebtedness, ; and such holders are made obligees hereunder and any one they or more each of them may enforce such provisions. For all purposes of this Article XI, all 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.

Notes Subordinate to Senior Indebtedness. The Company covenants and agrees, and each Holder of a NoteNotes, by his its acceptance thereof, likewise covenants and agrees, for the benefit of the holders, from time to time, of Senior Indebtedness, that, to the extent and in the manner hereinafter set forth in this ArticleArticle 11, the indebtedness Indebtedness represented by the Notes and the payment of the principal of of, and interest premium, if any, interest, indemnification payments, expenses and other amounts on each the Notes and all under or in respect of the Notes Financing Documents (collectively, the "Subordinated Obligations") 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 (as hereinafter defined) of all Senior Indebtedness, whether outstanding on the date of this Indenture or thereafter created, incurred, assumed or guaranteed; PROVIDED, HOWEVER, that the Notes, the indebtedness represented thereby and the payment of the principal of and interest on the Notes in all respects shall rank equally with, or prior to, all existing and future unsecured indebtedness (including, without limitation, Indebtedness for Money Borrowed) of the Company that is subordinated to Senior Indebtedness. This Article Thirteen 11 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of, of or continue to hold, hold Senior Indebtedness, ; and such provisions are made for the benefit of the holders of Senior Indebtedness, ; and such holders are made obligees hereunder and any one they or more each of them may enforce such provisions. For all purposes of this Article 11, all 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.

Notes Subordinate to Senior Indebtedness. The Company covenants and agrees, and each Holder holder of a Note, by his or her acceptance thereof, likewise covenants and agrees, for the benefit of the holders, from time to time, of Senior Indebtedness, that, to the extent and in the manner hereinafter set forth in this Article, the indebtedness represented by the Notes and agree that (a) the payment of the principal of and interest on each and all the Notes and (b) any other payment in respect of the Notes, including the payment of any Principal Return in cash upon conversion or any payment on account of the acquisition or redemption of Notes are hereby expressly made subordinate by the Company, is subordinated, to the extent and subject in right of payment as the manner provided in this Article IV, to the prior payment in full of all Senior IndebtednessIndebtedness (in each case, such payment to be made in cash or in such other form of payment as shall be satisfactory to the holder or holders of such Senior Indebtedness or a trustee or other representative duly acting on behalf of such holder or holders), whether outstanding on at the date of this Indenture or thereafter created, incurred, assumed or guaranteed; PROVIDED, HOWEVER, and that these subordination provisions are for the Notes, the indebtedness represented thereby and the payment benefit of the principal holders of and interest on the Notes in all respects shall rank equally with, or prior to, all existing and future unsecured indebtedness (including, without limitation, Indebtedness for Money Borrowed) of the Company that is subordinated to Senior Indebtedness. This Each holder of a Note, by his or her acceptance thereof, acknowledges and agrees that the provisions of this Article Thirteen shall constitute IV are, and are intended to be, an inducement and a continuing offer consideration to all Persons who, in reliance upon on such provisions, become holders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the holders of Senior Indebtedness, and such those holders are made obligees hereunder hereunder, and any one or more of them may enforce such provisions.

Notes Subordinate to Senior Indebtedness. The Company covenants and agrees, and each Holder of a NoteHolder, by his its acceptance thereof, likewise covenants and agrees, for the benefit of the holdersHolders, from time to time, of Senior Indebtedness, Indebtedness that, to the extent and in the manner hereinafter set forth in this Article, the indebtedness Indebtedness represented by the Notes and the payment of the principal of (and premium, if any) and interest on each and all of the Notes are hereby expressly made subordinate and subject in right of payment as provided in this Article to the prior payment in full in cash of all Senior Indebtedness, whether outstanding on the date of this Indenture or thereafter createdincurred; provided, incurred, assumed or guaranteed; PROVIDED, HOWEVERhowever, that the Notes, the indebtedness Indebtedness represented thereby and the payment of the principal of (and premium, if any) and interest on the Notes in all respects shall rank equally with, or prior to, all existing and future unsecured indebtedness (including, without limitation, Indebtedness for Money BorrowedIndebtedness) of the Company that is subordinated to Senior Indebtedness. This Article Thirteen shall constitute SECTION 1402. Payment over by the Company of Proceeds upon Dissolution, etc. Upon any distribution to creditors of the Company in a continuing offer total or partial liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to all Persons whothe Company or its property, in reliance upon such provisionswhether voluntary or involuntary, become holders of, or continue to hold, Senior Indebtedness, and such provisions are made an assignment for the benefit of creditors or any marshaling of the holders of Senior Indebtedness, Company's assets and such holders are made obligees hereunder and any one or more of them may enforce such provisions.liabilities,

Notes Subordinate to Senior Indebtedness. The Company covenants and agrees, and each Holder of a Note, by his acceptance thereof, likewise covenants and agrees, for the benefit of the holders, from time to time, of Senior Indebtedness, that, to the extent and in the manner hereinafter set forth in this Article, the indebtedness represented by the Notes and the payment of the principal of (and premium, if any) and interest on each and all of the Notes are hereby expressly made subordinate and subject in right of payment as provided in this Article to the prior payment in full of all Senior Indebtedness, whether outstanding on the date of this Indenture or thereafter created, incurred, assumed or guaranteed; PROVIDED, HOWEVER, that the Notes, the indebtedness represented thereby and the payment of the principal of (and premium, if any) and interest on the Notes in all respects shall rank equally with, or prior to, all existing and future unsecured indebtedness (including, without limitation, Indebtedness for Money Borrowed) of the Company that is subordinated to Senior Indebtedness. This Article Thirteen shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the holders of Senior Indebtedness, and such holders are made obligees hereunder and any one or more of them may enforce such provisions.