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 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. 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 Issuer, for itself The Company covenants and its successorsagrees, and each HolderHolder of Notes, by his or her acceptance of thereof, likewise covenants and agrees, that the indebtedness represented by the Notes (whether upon original issue or upon transfer, assignment or exchange of Notes), agrees that and the payment of the principal of (and premium, if any) and interest on each and all Obligations owing to the Holders in respect of the Notes is subordinatedhereby expressly subordinate and junior, to the extent and in the manner provided hereinafter set forth, in this Article Ten, right of payment to the prior payment in full of all Senior Debt. (a) In the event of any distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise, then the holders of all Senior Debt shall first be entitled to receive payment of the full amount due thereon in respect of principal (including all Obligations under any Credit Facility (including any Credit Agreementand premium, if any) and all Obligations under interest, or provision shall be made for such amount in cash or other consideration satisfactory to the Senior Notes) Existing Lenders, before the Holders of any of the Notes are entitled to receive any payment or distribution of any character, whether in cash, whether outstanding securities or other property, on account of the principal of (or premium, if any) or interest on the Issue Date indebtedness evidenced by the Notes. For purposes of this Article 13, the words, "cash, securities or thereafter incurred. Notwithstanding anything other property" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article Ten to the contrary, payments and distributions (a) of Permitted Junior Securities and (b) made relating 13 with respect to the Notes from to the trust established pursuant to Article Eight shall not payment of all Senior Debt which may at the time 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 outstanding; provided that (i) the Existing Senior Subordinated Notes and Debt is assumed by the new corporation, if any, resulting from 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 reorganization or readjustment, 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 rights of the holders of Senior Debt (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article 7 [merger, consolidation covenant of Indenture] shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 13.1(a) if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 7 [merger, consolidation covenant]. (b) In the event of any default in payment of the principal of or premium, if any, or interest on or rent under, or any other payment obligation under any Senior Debt beyond any applicable grace period with respect thereto, then, unless and until all such payments due in respect of such Senior Debt have been paid in full in cash or other consideration satisfactory to the Existing Lenders or such default shall have been cured or waived or shall have ceased to exist, no payment shall be made by the Company with respect to the principal of, premium, if any, or interest on the Notes or to acquire any of the Notes (including any repurchase pursuant to the repurchase right of a Holder upon a Fundamental Change). (c) In the event (i) any event of default with respect to any Designated Senior Debt shall have occurred and be continuing permitting the holders of such Designated Senior Debt (or a trustee or other representative on behalf of the holders thereof) to declare such Designated Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, upon written notice thereof to the Company and the Trustee by any holders of such Designated Senior Debt (or a trustee or other representative on behalf of the holders thereof) (the "Default Notice"), unless and until such event of default shall have been cured or waived or shall have ceased to exist and such holders are acceleration shall have been rescinded or annulled, or (ii) any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made obligees hereunder by the Company, directly or indirectly, with respect to principal of, premium, if any, or interest on the Notes (including any repurchase pursuant to the exercise of the repurchase right of a Holder upon a Fundamental Change) provided, however, that clause (i) of this paragraph shall not prevent the making of any such payment by the Company with respect to the Notes for more than 179 days after a Default Notice shall have been received by the Trustee unless the Designated Senior Debt in respect of which such event of default exists has been declared due and payable in its entirety in which case no such payment may be made until such acceleration has been rescinded or annulled or such Designated Senior Debt has been paid in full. Notwithstanding the foregoing, no event of default which existed or was continuing on the date of any one Default Notice shall be made the basis for the giving of a second Default Notice; provided, further, however, that no subsequent Default Notice shall be effective for purposes of this Section 13.1(c) unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Default Notice. (d) If the maturity of the Notes is accelerated, no payment may be made on the Notes until all amounts due or more to become due on Senior Debt has been paid in full in cash or other consideration satisfactory to the Existing Lenders or until such acceleration has been cured or waived. (e) In the event that, notwithstanding the foregoing provisions of them may enforce Sections 13.1 (a), (b), (c) and (d), any payment on account of principal of or interest on the Notes shall be made by or on behalf of the Company and received by the Trustee, by any Holder or by any Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment shall be segregated and held in trust), at a time when such payment is not permitted by any of such provisions. The , then, unless and until all Senior Debt (or Designated Senior Debt, in the case of Section 13.1(c)) is paid in full in cash or other consideration satisfactory to the Existing Lenders, or such payment is otherwise permitted to be made by the provisions of each of Sections 13.1(a), 13.1(b), 13.1(c) and 13.1(d) (subject, in each case, to the provisions of Section 13.7), such payment on account of principal of or interest on the Notes shall be held in trust for the benefit of, and shall be immediately paid over to, the holders of Senior Debt (including or Designated Senior Debt, in the case of Section 13.1(c)) shall or their representative or representatives or the trustee or trustees under any indenture under which any instruments evidencing any of the Senior Debt (or Designated Senior Debt, in the case of Section 13.1(c)) may have the right to rely on this Article Tenbeen issued, as their interests may appear.

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 to the contrary notwithstanding, each of the Issuer, for itself The Company covenants and its successorsagrees, and each HolderHolder of Notes, by his or her such Holder's acceptance of thereof, likewise covenants and agrees, that the Indebtedness represented by the Notes (whether upon original issue or upon transfer, assignment or exchange of Notes), agrees that and the payment of the principal of and premium, if any, and interest (including Liquidated Damages, if any) on each and all Obligations owing to the Holders in respect of the Notes is subordinatedhereby expressly subordinated and junior, to the extent and in the manner provided set forth and as set forth in this Article TenSection 13.1, in right of payment to the prior payment in full of all Senior Debt. (a) In the event of any distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise, the holders of all Senior Debt shall first be entitled to receive payment of the full amount due thereon in respect of all such Senior Debt and all other amounts due or provision shall be made for such amount in cash, or other payments satisfactory to the holders of Senior Debt, before the Holders of any of the Notes are entitled to receive any payment or distribution of any character, whether in cash, securities or other property, on account of the principal of or premium, if any, or interest (including Liquidated Damages, if any) on the Indebtedness evidenced by the Notes. (b) In the event of any acceleration of maturity of the Notes because of an Event of Default, unless the full amount due in respect of all Obligations under Senior Debt is paid in cash or other form of payment satisfactory to the holders of Senior Debt, no payment shall be made by the Company with respect to the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes or to acquire any Credit Facility of the Notes (including any Credit Agreementredemption, conversion or cash repurchase pursuant to the exercise of the Repurchase Right) and the Company shall give prompt written notice of such acceleration to such holders of Senior Debt. (c) In the event of and during the continuance of any default in payment of the principal of or premium, if any, or interest on, or other payment obligation in respect of, any Senior Debt, unless all Obligations under such payments due in respect of such Senior Debt have been paid in full in cash or other payments satisfactory to the holders of Senior NotesDebt, no payment shall be made by the Company with respect to the principal of, premium, if any, or interest (including Liquidated Damages, if any) in cash, whether outstanding on the Issue Date Notes or thereafter incurred. Notwithstanding anything in this Article Ten to acquire any of the Notes (including any redemption, conversion or cash repurchase pursuant to the contrary, payments and distributions (a) exercise of Permitted Junior Securities and (b) made relating the Repurchase Right). The Company shall give prompt written notice to the Notes from the trust established Trustee of any default under any Senior Debt or under any agreement pursuant to Article Eight which Senior Debt may have been issued. (d) During the continuance of any event of default with respect to any Senior Debt, as such event of default is defined under any such Senior Debt or in any agreement pursuant to which any Senior Debt has been issued (other than a default in payment of the principal of or premium, if any, or interest on, or other payment obligation in respect of any Senior Debt), permitting the holder or holders of such Senior Debt to accelerate the maturity thereof (or in the case of any lease, permitting the landlord either to terminate the lease or to require the Company to make an irrevocable offer to terminate the lease following an event of default thereunder), no payment shall not be so subordinated in right of paymentmade by the Company, so long asdirectly or indirectly, with respect to principal of, premium, if any, or interest (bincluding Liquidated Damages, if any) on the Notes for 179 days following notice in writing (a "Payment Blockage Notice") to the Company, from any holder or holders of such Senior Debt or their representative or representatives or the trustee or trustees under any indenture or under which any instrument evidencing any such Senior Debt may have been issued, that such an event of default has occurred and is continuing, unless such event of default has been cured or waived or such Senior Debt has been paid in full; provided, however, if the maturity of such Senior Debt is accelerated (or in the case of any lease, as a result of such event of default, the landlord under the lease has given the Company notice of its intention to terminate the lease or to require the Company to make an irrevocable offer to terminate the lease), no payment may be made on the Notes until such Senior Debt has been paid in full in cash or other payment satisfactory to the holders of such Senior Debt or such acceleration (1or termination, in the case of any lease) has been cured or waived. For purposes of this Section 13.1(d), such Payment Blockage Notice shall be deemed to include notice of all other events of default under such indenture or instrument which are continuing at the conditions time of the event of default specified in Article Eight are satisfied such Payment Blockage Notice. The provisions of this Section 13.1(d) shall apply only to one such Payment Blockage Notice given in any period of 365 days with respect to any issue of Senior Debt, and no such continuing event of default that existed or was continuing on the date of delivery of any deposit pursuant Payment Blockage Notice shall be, or shall be made, the basis for a subsequent Payment Blockage Notice. (e) In the event that, notwithstanding the foregoing provisions of Sections 13.1(a), 13.1(b), 13.1(c) and 13.1(d), any payment on account of principal, premium, if any, or interest (including Liquidated Damages, if any) on the Notes shall be made by or on behalf of the Company and received by the Trustee, by any Holder or by any Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment shall be segregated and held in trust): (i) after the occurrence of an event specified in Section 13.1(a) or 13.1(b), then, unless all Senior Debt is paid in full in cash, or provision shall be made therefor, (ii) after the happening of an event of default of the type specified in Section 13.1(c) above, then, unless the amount of such Senior Debt then due shall have been paid in full, or provision made therefor or such event of default shall have been cured or waived, or (iii) after the happening of an event of default of the type specified in Section 13.1(d) above and delivery of a Payment Blockage Notice, then, unless such event of default shall have been cured or waived or the 179-day period specified in Section 13.1(d) shall have expired, such payment (subject, in each case, 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 Section 13.7 hereof) and any Indebtedness of the Issuer that expressly provides that it ranks pari passu shall be held 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 trust for the benefit of of, and shall be immediately paid over to, the holders of Senior Debt (unless an event described in Section 13.1(a), (b) or (c) has occurred, in which case the payment shall be held in trust for the benefit of, and such holders are made obligees hereunder and any one or more of them may enforce such provisions. The shall be immediately paid over to all holders of Senior Debt (including Designated Debt) or their representative or representatives or the trustee or trustees under any indenture under which any instruments evidencing any of the Senior Debt) shall , may have the right to rely on this Article Tenbeen issued, as their interests may appear.

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.

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 to the contrary notwithstanding, each of the Issuer, for itself The Company covenants and its successorsagrees, and each HolderHolder of Notes, by his or her acceptance of thereof, likewise covenants and agrees, that the indebtedness represented by the Notes (whether upon original issue or upon transfer, assignment or exchange of Notes), agrees that and the payment of the principal of (and premium, if any) and interest on each and all Obligations owing to the Holders in respect of the Notes is subordinatedhereby expressly subordinate and junior, to the extent and in the manner provided hereinafter set forth, in this Article Ten, right of payment to the prior payment in full of all Senior Debt. (a) In the event of any distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise, then the holders of all Senior Debt shall first be entitled to receive payment of the full amount due thereon in respect of principal (including all Obligations under any Credit Facility (including any Credit Agreementand premium, if any) and all Obligations under interest, or provision shall be made for such amount in cash or other consideration satisfactory to the Senior Notes) Existing Lenders, before the Holders of any of the Notes are entitled to receive any payment or distribution of any character, whether in cash, whether outstanding securities or other property, on account of the principal of (or premium, if any) or interest on the Issue Date indebtedness evidenced by the Notes. For purposes of this Article 13, the words, "cash, securities or thereafter incurred. Notwithstanding anything other property" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article Ten to the contrary, payments and distributions (a) of Permitted Junior Securities and (b) made relating 13 with respect to the Notes from to the trust established pursuant to Article Eight shall not payment of all Senior Debt which may at the time 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 outstanding; provided that (i) the Existing Senior Subordinated Notes and Debt is assumed by the new corporation, if any, resulting from 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 reorganization or readjustment, 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 rights of the holders of Senior Debt (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article 7 [merger, consolidation covenant of Indenture] shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 13.1(a) if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 7 [merger, consolidation covenant]. (b) In the event of any default in payment of the principal of or premium, if any, or interest on or rent under, or any other payment obligation under any Senior Debt beyond any applicable grace period with respect thereto, then, unless and until all such payments due in respect of such Senior Debt have been paid in full in cash or other consideration satisfactory to the Existing Lenders or such default shall have been cured or waived or shall have ceased to exist, no payment shall be made by the Company with respect to the principal of, premium, if any, or interest on the Notes or to acquire any of the Notes (including any repurchase pursuant to the repurchase right of a Holder upon a Fundamental Change). (c) In the event (i) any event of default with respect to any Designated Senior Debt shall have occurred and be continuing permitting the holders of such Designated Senior Debt (or a trustee or other representative on behalf of the holders thereof) to declare such Designated Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, upon written notice thereof to the Company and the Trustee by any holders of such Designated Senior Debt (or a trustee or other representative on behalf of the holders thereof) (the "Default Notice"), unless and until such event of default shall have been cured or waived or shall have ceased to exist and such holders are acceleration shall have been rescinded or annulled, or (ii) any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made obligees hereunder by the Company, directly or indirectly, with respect to principal of, premium, if any, or interest on the Notes (including any repurchase pursuant to the exercise of the repurchase right of a Holder upon a Fundamental Change) provided, however, that clause (i) of this paragraph shall not prevent the making of any such payment by the Company with respect to the Notes for more than 179 days after a Default Notice shall have been received by the Trustee unless the Designated Senior Debt in respect of which such event of default exists has been declared due and payable in its entirety in which case no such payment may be made until such acceleration has been rescinded or annulled or such Designated Senior Debt has been paid in full. Notwithstanding the foregoing, no event of default which existed or was continuing on the date of any one Default Notice shall be made the basis for the giving of a second Default Notice; provided, further, however, that no subsequent Default notice shall be effective for purposes of this Section 13.1(c) unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Default Notice. (d) If the maturity of the Notes is accelerated, no payment may be made on the Notes until all amounts due or more to become due on Senior Debt has been paid in full in cash or other consideration satisfactory to the Existing Lenders or until such acceleration has been cured or waived. (e) In the event that, notwithstanding the foregoing provisions of them may enforce Sections 13.1(a), (b), (c) and (d), any payment on account of principal of or interest on the Notes shall be made by or on behalf of the Company and received by the Trustee, by any Holder or by any Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment shall be segregated and held in trust), at a time when such payment is not permitted by any of such provisions. The , then, unless and until all Senior Debt (or Designated Senior Debt, in the case of Section 13.1(c)) is paid in full in cash or other consideration satisfactory to the Existing Lenders, or such payment is otherwise permitted to be made by the provisions of each of Sections 13.1(a), 13.1(b), 13.1(c) and 13.1(d) (subject, in each case, to the provisions of Section 13.7), such payment on account of principal of or interest on the Notes shall be held in trust for the benefit of, and shall be immediately paid over to, the holders of Senior Debt (including or Designated Senior Debt, in the case of Section 13.1(c)) shall or their representative or representatives or the trustee or trustees under any indenture under which any instruments evidencing any of the Senior Debt (or Designated Senior Debt, in the case of Section 13.1(c)) may have the right to rely on this Article Tenbeen issued, as their interests may appear.

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 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 Issuer, for itself The Company covenants and its successorsagrees, and each HolderHolder of Notes, by his or her such Holder’s acceptance of thereof, likewise covenants and agrees, that the Indebtedness represented by the Notes (whether upon original issue or upon transfer, assignment or exchange of Notes), agrees that and the payment of the principal of and premium, if any, and interest on each and all Obligations owing to the Holders in respect of the Notes is subordinatedhereby expressly subordinated and junior, to the extent and in the manner provided set forth in this Article TenSection 6.01, in right of payment to the prior payment in full of all Senior Debt; 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 Indebtedness of the Company that is expressly subordinated to any Senior Debt. (a) In the event of any payment or distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Company or otherwise, the holders of all Senior Debt shall first be entitled to receive payment of the full amount due thereon in respect of all such Senior Debt and all other amounts due or provision shall be made for such amount in Cash, or other payments satisfactory to the holders of Senior Debt, before the Holders of any of the Notes are entitled to receive any payment or distribution of any character, whether in Cash, Notes or other property, on account of the principal of or premium, if any, or interest on the Notes. (including b) In the event of any acceleration of the Final Maturity Date of the Notes because of an Event of Default, unless the full amount due in respect of all Obligations under Senior Debt is paid in Cash or other form of payment satisfactory to the holders of Senior Debt, no payment shall be made by the Company with respect to the principal of, premium, if any, or interest on the Notes or to acquire any Credit Facility of the Notes (including any Credit Agreement) and all Obligations under the Senior Notes) in cashconversion, whether outstanding on the Issue Date Optional Redemption or thereafter incurred. Notwithstanding anything in this Article Ten Cash repurchase pursuant to the contraryexercise of the Fundamental Change Repurchase Right or otherwise), and the Company will give prompt written notice of such acceleration to such holders of Senior Debt. (c) In the event of and during the continuance of any Default in payment of the principal of or premium, if any, or interest on, rent or other payment obligations in respect of, any Senior Debt, unless all such payments and distributions (a) due in respect of Permitted Junior Securities and (b) made relating such Senior Debt have been paid in full in Cash or other payments satisfactory to the Notes from holders of Senior Debt, no payment shall be made by the trust established pursuant to Article Eight shall not be so subordinated in right of payment, so long as, Company with respect to (b)the principal of, (1) the conditions specified in Article Eight are satisfied premium, if any, or interest on the date of any deposit pursuant Notes or 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 acquire any of the Existing Senior Subordinated Notes and (ii) the 2007 Convertible Notes (as in effect on including any conversion, Optional Redemption or Cash repurchase pursuant to the date hereof) and any Indebtedness exercise of the Issuer Fundamental Change Repurchase Right); provided, however, that expressly provides that it ranks pari passu the issuance and delivery of shares of Common Stock and Cash in right lieu of payment with the 2007 Convertible Notes (as in effect on the date hereof), and only Indebtedness any fractional share of the Issuer which is Senior Debt shall rank senior to the Common Stock upon conversion of any Notes in accordance with this Indenture and the provisions set forth herein. This Article Ten shall Notes will be deemed not to constitute a continuing offer payment on or with respect to all Persons who become holders any Note. The Company will give prompt written notice to the Trustee of any default under any Senior Debt or under any agreement pursuant to which Senior Debt may have been issued. (d) In the event that, notwithstanding the foregoing provisions of Sections 6.01(a), 6.01(b) and 6.01(c), any payment on account of principal of, premium, if any, or continue interest on the Notes shall be made by or on behalf of the Company and received by the Trustee, by any Holder or by any Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment shall be segregated and held in trust): (i) after the occurrence of an event specified in Section 6.01(a) or 6.01(b), then, unless all Senior Debt is paid in full in Cash, or other payments or other provisions satisfactory to hold, Senior Debt, such provisions are made for the benefit of the holders of Senior Debt and shall be made therefor, or (ii) after the happening of an event of Default of the type specified in Section 6.01(c) above, then, unless the amount of such holders are made obligees hereunder and any one Senior Debt then due shall have been paid in full in cash, or more of them may enforce such provisions. The other payments or other provisions satisfactory to the holders of Senior Debt shall be made therefor or such Event of Default shall have been cured or waived, such payment (including Designated Senior Debtsubject, in each case, to the provisions of Section 6.07 hereof) shall be held in trust for the benefit of, and shall be immediately paid over to, the holders of Senior Debt or their representative or representatives, the agent or agents or the trustee or trustees under any indenture under which any instruments evidencing any of the Senior Debt may have the right to rely on this Article Tenbeen issued, as their interests may appear.

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.