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 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 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 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.

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 Note, Note by his its acceptance thereof, thereof likewise covenants and agrees, for the benefit of the holders, from time to time, of Senior Indebtedness, that, that to the extent and in the manner hereinafter set forth in this Article, Article (subject to Section 8.01 hereof with respect to amounts in cash or or shares of Common Stock previously held in trust) the indebtedness represented by the Notes and the payment of the principal amount, premium, if any, plus accrued and unpaid interest and Additional Amounts, if any, on (including, without limitation, interest, as provided in the Notes, accruing after the filing of a petition initiating any proceeding referred to in Section 6.01(f) or 6.01(g), whether or not such interest accrues after the filing of such petition for purposes for purposes of Title 11 of the United States Code or is an allowed claim in such proceeding), any payment of the redemption or repurchase price with respect to, and interest on all fees, expenses or other amounts payable under or in respect of, each and all of the Notes (the "Subordinated Debt") 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 in cash or other payment satisfactory to holders of Senior Indebtedness, in their sole discretion, whether outstanding on at 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.