Common use of Notes Subordinated to Senior Debt Clause in Contracts

Notes Subordinated to Senior Debt. Anything herein to the contrary notwithstanding, each of the Issuer, for itself and its successors, and each Holder, by his or her acceptance of Notes (whether upon original issue or upon transfer, assignment or exchange of Notes), agrees that the payment of all Obligations owing to the Holders in respect of the Notes is subordinated, to the extent and in the manner provided in this Article Ten, to the prior payment in full of all Senior Debt (including all Obligations under any Credit Facility (including any Credit Agreement) and all Obligations under the Senior Notes) in cash, whether outstanding on the Issue Date or thereafter incurred. Notwithstanding anything in this Article Ten to the contrary, payments and distributions (a) of Permitted Junior Securities and (b) made relating to the Notes from the trust established pursuant to Article Eight shall not be so subordinated in right of payment, so long as, with respect to (b), (1) the conditions specified in Article Eight are satisfied on the date of any deposit pursuant to said trust and (2) such payments and distributions did not violate the provisions of this Article Ten when made. The Notes shall in all respects rank pari passu in right of payment with (i) the Existing Senior Subordinated Notes and any Indebtedness of the Issuer that expressly provides that it ranks pari passu in right of payment with any of the Existing Senior Subordinated Notes and (ii) the 2007 Convertible Notes (as in effect on the date hereof) and any Indebtedness of the Issuer that expressly provides that it ranks pari passu in right of payment with the 2007 Convertible Notes (as in effect on the date hereof), and only Indebtedness of the Issuer which is Senior Debt shall rank senior to the Notes in accordance with the provisions set forth herein. This Article Ten shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Senior Debt, such provisions are made for the benefit of the holders of Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions. The holders of Senior Debt (including Designated Senior Debt) shall have the right to rely on this Article Ten.

Notes Subordinated to Senior Debt. Anything herein Notwithstanding anything to the contrary notwithstandingcontained herein, each of the Issuer, for itself and its successors, and each Holder, by his or her acceptance of Notes (whether upon original issue or upon transfer, assignment or exchange of Notes), agrees that the payment of all Obligations owing to the Holders in respect of the Notes is subordinatedsubordinated in right of payment, to the extent and in the manner provided in this Article Ten, to the prior payment in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, of all Obligations on Senior Debt (including all the Obligations under any with respect to the Credit Facility (including any Credit Agreement) and all Obligations under the Agreement that constitute Senior Notes) in cashDebt, whether outstanding on the Issue Date or thereafter incurredincurred and including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt, whether or not a claim for such interest would be allowed in such proceeding). Notwithstanding anything in this Article Ten to the contraryforegoing, payments the Holders may receive and distributions (a) of retain Permitted Junior Securities and (b) payments and distributions made relating to the Notes from the trust established pursuant to Article Eight shall not be so subordinated in right of payment, so long as, with respect to (b), (1) as the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt) with respect to the trust established pursuant to Article Eight are satisfied on the date of any deposit pursuant to said trust and (2) such payments and distributions did not violate the provisions of this Article Ten when made. The Notes shall in all respects rank pari passu in right of payment with (i) the Existing Senior Subordinated Notes and any Indebtedness of the Issuer that expressly provides that it ranks pari passu in right of payment with any of the Existing Senior Subordinated Notes and (ii) the 2007 Convertible Notes (as in effect on the date hereof) and any Indebtedness of the Issuer that expressly provides that it ranks pari passu in right of payment with the 2007 Convertible Notes (as in effect on the date hereof), and only Indebtedness of the Issuer which is Senior Debt shall rank senior to the Notes in accordance with the provisions set forth hereintrust. This Article Ten shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Senior Debt, and such provisions are made for the benefit of the holders of Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions. The holders of Senior Debt (including Designated Senior Debt) shall have the right to rely on this Article Ten.

Notes Subordinated to Senior Debt. Anything herein to the contrary notwithstanding, each of the IssuerCasella, for itself and its successors, and each Holder, by his or her acceptance of Notes (whether upon original issue or upon transfer, assignment or exchange of Notes), agrees that the payment of all Obligations owing to the Holders in respect of the Notes is subordinated, to the extent and in the manner provided in this Article Ten, to the prior payment in full in cash or cash equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, of all Obligations on Senior Debt (including all the Obligations under any Credit Facility (including any Credit Agreement) and all Obligations under with respect to the Senior Notes) in cashCredit Facility, whether outstanding on the Issue Date or thereafter incurred). Notwithstanding anything in this Article Ten to the contraryforegoing, payments and distributions (aA) of Permitted Junior Securities and (bB) made relating to the Notes from the trust established pursuant to Article Eight shall not be so subordinated in right -95- of payment, so long as, with respect to (bB), (1i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Senior Credit Facility or any other Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (2ii) such payments and distributions did not violate the provisions of this Article Ten or Section 11.02 of this Indenture when made. The Notes shall in all respects rank pari passu in right of payment with (i) the Existing Senior Subordinated Notes and any Indebtedness of the Issuer that expressly provides that it ranks pari passu in right of payment with any of the Existing Senior Subordinated Notes and (ii) the 2007 Convertible Notes (as in effect on the date hereof) and any Indebtedness of the Issuer that expressly provides that it ranks pari passu in right of payment with the 2007 Convertible Notes (as in effect on the date hereof), and only Indebtedness of the Issuer which is Senior Debt shall rank senior to the Notes in accordance with the provisions set forth herein. This Article Ten shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Senior Debt, and such provisions are made for the benefit of the holders of Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions. The holders of Senior Debt (including Designated Senior Debt) shall have the right to rely on this Article Ten.

Notes Subordinated to Senior Debt. The Debt evidenced by the Notes and the Subsidiary Guarantees will be unsecured senior subordinated obligations of the Company and the Subsidiary Guarantors, as the case may be. The Notes shall in all respects rank pari passu with all other senior subordinated debt of the Company. The terms of the subordination provisions described in this Article Eleven -109- with respect to the Company's obligations under the Notes apply equally to each Subsidiary Guarantor and the Obligations of such Subsidiary Guarantors under their respective Subsidiary Guarantees. Anything herein to the contrary notwithstanding, each of the IssuerCompany, for itself and its successors, and each Holder, by his or her acceptance of Notes (whether upon original issue or upon transfer, assignment or exchange of Notes), Holder agrees that the payment of all Obligations owing on, or relating to, the Notes to the Holders in respect of the Notes is subordinated, to the extent and in the manner provided in this Article TenEleven, to the prior payment in full in cash or Temporary Cash Investments (or any other consideration acceptable to the holders of Senior Debt) of all Obligations on Senior Debt (including all Obligations under any with respect to each Credit Facility (including any Credit Agreement) and all Obligations under the Senior Notes) in cashFacility), whether outstanding on the Issue Date or thereafter incurredIncurred. Notwithstanding anything in the provisions of this Article Ten to the contraryEleven, payments and distributions (a) of Permitted Junior Securities and (b) made relating to the Notes from the trust established pursuant to a trust fund established under Section 9.03 pursuant to the terms of Article Eight Nine (so long as all of the applicable conditions contained in Article Nine were satisfied at the time of such payment) shall not be so subordinated in right of payment, so long as, with respect to (b), (1) the conditions specified in Article Eight are satisfied on the date of any deposit pursuant to said trust and (2) such payments and distributions did not violate the provisions of Senior Debt under this Article Ten when made. The Notes shall in all respects rank pari passu in right of payment with (i) the Existing Senior Subordinated Notes and any Indebtedness of the Issuer that expressly provides that it ranks pari passu in right of payment with any of the Existing Senior Subordinated Notes and (ii) the 2007 Convertible Notes (as in effect on the date hereof) and any Indebtedness of the Issuer that expressly provides that it ranks pari passu in right of payment with the 2007 Convertible Notes (as in effect on the date hereof), and only Indebtedness of the Issuer which is Senior Debt shall rank senior to the Notes in accordance with the provisions set forth hereinEleven. This Article Ten Eleven shall constitute a continuing offer benefit to all Persons who become holders of, or continue to hold, Senior Debt, and such provisions are made for the benefit of the holders of Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions. The holders of Senior Debt (including Designated Senior Debt) shall have the right to rely on this Article Ten.

Notes Subordinated to Senior Debt. Anything herein to the contrary notwithstanding, each of the Issuer, for itself and its successors, and each Holder, by his or her acceptance of Notes (whether upon original issue or upon transfer, assignment or exchange of Notes), agrees that the payment of all Obligations owing to the Holders in respect of the Notes is subordinated, to the extent and in the manner provided in this Article Ten, to the prior payment in full of all Senior Debt (including all Obligations under any Credit Facility (including any Credit Agreement) and all Obligations under the Senior Notes) in cash, whether outstanding on the Issue Date or thereafter incurred. Notwithstanding anything in this Article Ten to the contrary, payments and distributions (a) of Permitted Junior Securities and (b) made relating to the Notes from the trust established pursuant to Article Eight shall not be so subordinated in right of payment, so long as, with respect to (b), (1) the conditions specified in Article Eight are satisfied on the date of any deposit pursuant to said trust and (2) such payments and distributions did not violate the provisions of this Article Ten when made. The Notes shall in all respects rank pari passu in right of payment with (i) the Existing Senior Subordinated Notes and any Indebtedness of the Issuer that expressly provides that it ranks pari passu in right of payment with any of the Existing Senior Subordinated Notes and (ii) the 2007 Convertible Notes (as in effect on the date hereof) and any Indebtedness of the Issuer that expressly provides that it ranks pari passu in right of payment with the 2007 Convertible Notes (as in effect on the date hereof), and only Indebtedness of the Issuer which is Senior Debt shall rank senior to the Notes in accordance with the provisions set forth herein. This Article Ten shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Senior Debt, such provisions are made for the benefit of the holders of Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions. The holders of Senior Debt (including Designated Senior Debt) shall have the right to rely on this Article Ten.

Notes Subordinated to Senior Debt. Anything herein to the contrary notwithstanding, each of the IssuerCasella, for itself and its successors, and each Holder, by his or her acceptance of Notes (whether upon original issue or upon transfer, assignment or exchange of Notes), agrees that the payment of all Obligations owing to the Holders in respect of the Notes is subordinated, to the extent and in the manner provided in this Article Ten, to the prior payment in full in cash or cash equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, of all Obligations on Senior Debt (including all the Obligations under any with respect to the Senior Credit Facility (including any Credit Agreement) Facility, and all Obligations under the Senior obligations with respect to Second Lien Notes) in cash, whether outstanding on the Issue Date or thereafter incurred). Notwithstanding anything in this Article Ten to the contraryforegoing, payments and distributions (aA) of Permitted Junior Securities and (bB) made relating to the Notes from the trust established pursuant to Article Eight shall not be so subordinated in right of payment, so long as, with respect to (bB), (1i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Senior Credit Facility or any other material Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (2ii) such payments and distributions did not violate the provisions of this Article Ten or Section 11.02 of this Indenture when made. The Notes shall in all respects rank pari passu in right of payment with (i) the Existing Senior Subordinated Notes and any Indebtedness of the Issuer that expressly provides that it ranks pari passu in right of payment with any of the Existing Senior Subordinated Notes and (ii) the 2007 Convertible Notes (as in effect on the date hereof) and any Indebtedness of the Issuer that expressly provides that it ranks pari passu in right of payment with the 2007 Convertible Notes (as in effect on the date hereof), and only Indebtedness of the Issuer which is Senior Debt shall rank senior to the Notes in accordance with the provisions set forth herein. This Article Ten shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Senior Debt, and such provisions are made for the benefit of the holders of Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions. The holders of Senior Debt (including Designated Senior Debt) shall have the right to rely on this Article Ten.

Notes Subordinated to Senior Debt. Anything herein Notwithstanding anything to the contrary notwithstandingcontained herein, each of the Issuer, for itself and its successors, and each Holder, by his or her acceptance of Notes (whether upon original issue or upon transfer, assignment or exchange of Notes), agrees that the payment of all Obligations owing to the Holders in respect of the Notes is subordinated, to the extent and in the manner provided in this Article Ten10, to the prior payment in full in cash, or such payment duly provided for to the satisfaction of the holders of Senior Debt, of all Obligations on Senior Debt (including all the Obligations under any Credit Facility (including any with respect to the Credit Agreement) and all Obligations under the Senior Notes) in cash, whether outstanding on the Issue Date or thereafter incurredincurred and including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt, whether or not a claim for such amount would be allowed in such proceeding). Notwithstanding anything in this Article Ten to the contraryforegoing, payments the Holders may receive and distributions (a) of retain Permitted Junior Securities and (b) payments and distributions made relating to the Notes from the trust established pursuant to Article Eight 8 or 12 shall not be so subordinated in right of payment, so long as, with respect to (b), (1) as the conditions specified in Article Eight 8 or 12 (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt) with respect to the trust established pursuant to Article 8 or 12 are satisfied on cm the date of any deposit pursuant to said trust and (2) such payments and distributions did not violate the provisions of this Article Ten when made. The Notes shall in all respects rank pari passu in right of payment with (i) the Existing Senior Subordinated Notes and any Indebtedness of the Issuer that expressly provides that it ranks pari passu in right of payment with any of the Existing Senior Subordinated Notes and (ii) the 2007 Convertible Notes (as in effect on the date hereof) and any Indebtedness of the Issuer that expressly provides that it ranks pari passu in right of payment with the 2007 Convertible Notes (as in effect on the date hereof), and only Indebtedness of the Issuer which is Senior Debt shall rank senior to the Notes in accordance with the provisions set forth hereintrust. This Article Ten 10 shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Senior Debt, and such provisions are made for the benefit of the holders of Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions. The holders of Senior Debt (including Designated Senior Debt) shall have the right to rely on this Article Ten.107

Notes Subordinated to Senior Debt. Anything herein to the contrary notwithstanding, each of the Issuer, for itself and its successors, and each Holder, by his or her acceptance of Notes (whether upon original issue or upon transfer, assignment or exchange of Notes), agrees that the payment of all Obligations owing to the Holders in respect of the Notes is subordinated, to the extent and in the manner provided in this Article Ten, to the prior payment in full of all Senior Debt (including all Obligations under any Credit Facility (including any Credit Agreement) and all Obligations under the Senior Notes) in cash, whether outstanding on the Issue Date or thereafter incurred. Notwithstanding anything in this Article Ten to the contrary, payments and distributions (a) of Permitted Junior Securities and (b) made relating to the Notes from the trust established pursuant to Article Eight shall not be so subordinated in right of payment, so long as, with respect to (b), (1) the conditions specified in Article Eight are satisfied on the date of any deposit pursuant to said trust and (2) such payments and distributions did not violate the provisions of this Article Ten when made. The Notes shall in all respects rank pari passu in right of payment with (i) the Existing 2009 Senior Subordinated Notes and any Indebtedness of the Issuer that expressly provides that it ranks pari passu in right of payment with any of the Existing 2009 Senior Subordinated Notes and (ii) the 2007 Convertible Notes (as in effect on the date hereof) and any Indebtedness of the Issuer that expressly provides that it ranks pari passu in right of payment with the 2007 Convertible Notes (as in effect on the date hereof)Notes, and only Indebtedness of the Issuer which is Senior Debt shall rank senior to the Notes in accordance with the provisions set forth herein. This Article Ten shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Senior Debt, such provisions are made for the benefit of the holders of Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions. The holders of Senior Debt (including Designated Senior Debt) shall have the right to rely on this Article Ten.

Notes Subordinated to Senior Debt. Anything herein Notwithstanding anything to the contrary notwithstandingcontained herein, each of the Issuer, for itself and its successors, and each Holder, by his or her acceptance of Notes (whether upon original issue or upon transfer, assignment or exchange of Notes), agrees that the payment of all Obligations owing to the Holders in respect of the Notes is subordinated, to the extent and in the manner provided in this Article Ten, to the prior payment in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, of all Obligations on Senior Debt (including all the Obligations under any Credit Facility (including any with respect to the Credit Agreement) and all Obligations under the Senior Notes) in cash, whether outstanding on the Issue Date or thereafter incurredincurred and including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt, whether or not a claim for such interest would be allowed in such proceeding). Notwithstanding anything in this Article Ten to the contraryforegoing, payments the Holders may receive and distributions (a) of retain Permitted Junior Securities and (b) payments and distributions made relating to the Notes from the trust established pursuant to Article Eight shall not be so subordinated in right of payment, so long as, with respect to (b), (1) as the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt) with respect to the trust established pursuant to Article Eight are satisfied on the date of any deposit pursuant to said trust and (2) such payments and distributions did not violate the provisions of this Article Ten when made. The Notes shall in all respects rank pari passu in right of payment with (i) the Existing Senior Subordinated Notes and any Indebtedness of the Issuer that expressly provides that it ranks pari passu in right of payment with any of the Existing Senior Subordinated Notes and (ii) the 2007 Convertible Notes (as in effect on the date hereof) and any Indebtedness of the Issuer that expressly provides that it ranks pari passu in right of payment with the 2007 Convertible Notes (as in effect on the date hereof), and only Indebtedness of the Issuer which is Senior Debt shall rank senior to the Notes in accordance with the provisions set forth hereintrust. This Article Ten shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Senior Debt, and such provisions are made for the benefit of the holders of Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions. The holders of Senior Debt (including Designated Senior Debt) shall have the right to rely on this Article Ten.

Notes Subordinated to Senior Debt. Anything herein Notwithstanding anything to the contrary notwithstandingcontained herein other than Section 7.07, each of the Co-Issuer, for itself and its successors, and each Holder, by his or her acceptance of Notes (whether upon original issue or upon transfer, assignment or exchange of Notes), agrees that the payment of all Obligations owing to the Holders in respect of the Notes is subordinated, to the extent and in the manner provided in this Article Ten, to the prior payment in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, of all Obligations on Senior Debt (including all the Obligations under any Credit Facility (including any with respect to the Senior Credit Agreement) and all Obligations under the Senior Notes) in cash, whether outstanding on the Issue Date or thereafter incurredincurred and including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt, whether or not a claim for such interest would be allowed in such proceeding). Notwithstanding anything in this Article Ten to the contraryforegoing, payments the Holders may receive and distributions (a) of retain Permitted Junior Securities and (b) payments and distributions made relating to the Notes from the trust established pursuant to Article Eight shall not be so subordinated in right of payment, so long as, with respect to (b), (1) as the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Senior Credit Agreement or any other Senior Debt) with respect to the trust established pursuant to Article Eight are satisfied on the date of any deposit pursuant to said trust and (2) such payments and distributions did not violate the provisions of this Article Ten when made. The Notes shall in all respects rank pari passu in right of payment with (i) the Existing Senior Subordinated Notes and any Indebtedness of the Issuer that expressly provides that it ranks pari passu in right of payment with any of the Existing Senior Subordinated Notes and (ii) the 2007 Convertible Notes (as in effect on the date hereof) and any Indebtedness of the Issuer that expressly provides that it ranks pari passu in right of payment with the 2007 Convertible Notes (as in effect on the date hereof), and only Indebtedness of the Issuer which is Senior Debt shall rank senior to the Notes in accordance with the provisions set forth hereintrust. This Article Ten shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Senior Debt, and such provisions are made for the benefit of the holders of Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions. The holders For the avoidance of doubt, but without limitation, the administrative agent and the lenders under the Senior Debt (including Designated Senior Debt) Credit Agreement shall have be entitled to the right benefit of, and be able to rely on enforce, the subordination provisions of this Article TenTen as if such parties were signatories to this Indenture.