Notes Subordinated to Senior Indebtedness. The Company covenants and agrees, and the Trustee and each Holder of the Notes by his acceptance thereof likewise covenant and agree, that all Notes shall be issued subject to the provisions of this Article Eight; and each person holding any Note, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees that all payments of the principal of and interest on the Notes by the Company shall, to the extent and in the manner set forth in this Article Eight, be subordinated and junior in right of payment to the prior payment in full in cash of all amounts payable under Senior Indebtedness.
Notes Subordinated to Senior Indebtedness. The Company covenants and agrees and the Trustee and each Holder of the Notes, by its acceptance thereof, likewise covenants and agrees, that all Notes shall be issued subject to the provisions of this Article X; and the Trustee and each person holding any Note, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees that the payment of all Obligations on the Notes by the Company shall, to the extent and in the manner herein set forth, be subordinated and junior in right of payment to the prior Payment in Full of all Obligations with respect to any Senior Indebtedness, whether outstanding on the Issue Date or thereafter incurred; that the subordination is for the benefit of, and shall be enforceable directly by, the holders of Senior Indebtedness, and that each holder of Senior Indebtedness whether now outstanding or hereinafter created, incurred, assumed or guaranteed shall be deemed to have acquired Senior Indebtedness in reliance upon the covenants and provisions contained in this Indenture and the Notes.
Notes Subordinated to Senior Indebtedness. The Company covenants and agrees, and each Holder of the Notes, by its acceptance thereof, likewise covenants and agrees, that all Notes shall be issued subject to the provisions of this Article Ten; and each Person holding any Note, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees that the payment of all Obligations on the Notes by the Company shall, to the extent and in the manner herein set forth, be subordinated and junior in right of payment to the prior payment in full in cash of all Senior Indebtedness of the Company; that the subordination is for the benefit of, and shall be enforceable directly by, the holders of Senior Indebtedness of the Company, and that each holder of Senior Indebtedness of the Company whether now outstanding or hereafter created, incurred, assumed or guaranteed shall be deemed to have acquired Senior Indebtedness of the Company in reliance upon the covenants and provisions contained in this Indenture and the Notes. Only Indebtedness of the Company that is Senior Indebtedness of the Company will rank senior to the Notes in accordance with the provisions of the Indenture. The Notes will in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company. Unsecured Indebtedness is not deemed to be subordinated or junior to secured Indebtedness merely because it is unsecured. The terms of the subordination provisions described in this Article Ten shall not apply to payments from money or the proceeds of U.S. Government Obligations in trust by the Trustee for the payment of principal and interest on the Notes pursuant to the provisions described in Article Eight unless such payments were in violation of Designated Senior Indebtedness.
Notes Subordinated to Senior Indebtedness. 4.1.1. The Issuer covenants and agrees, and each Holder of Notes, by the acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Notes and the payment of the principal of and interest on each and all of the Notes is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of Senior Indebtedness.
4.1.2. In the event (a) of any insolvency or bankruptcy proceedings or any receivership, liquidation, reorganization or other similar proceedings in respect of the Issuer or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up of the Issuer, whether or not involving insolvency or bankruptcy, or (b) subject to the provisions of Section 4.2 that (i) a default shall have occurred with respect to the payment of principal of or interest on or other monetary amounts due and payable on any Senior Indebtedness, or (ii) there shall have occurred an event of default (other than a default in the payment of principal or interest or other monetary amounts due and payable) in respect of any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), and such event of default shall have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (i) and (ii) of this clause (b), such default or event of default shall not have been cured or waived or shall not have ceased to exist, or (c) that the principal of and accrued interest on the Notes of any Series shall have been declared due and payable pursuant to Section 6.3 and such declaration shall not have been rescinded and annulled as provided in Section 6.4, then:
4.1.2.1 the holders of all Senior Indebtedness shall first be entitled to receive payment of the full amount due thereon, or provision shall be made for such payment in money or money’s worth, before the Holders of any of the Notes are entitled to receive a payment on account of the principal of or interest on the indebtedness evidenced by the Notes, including, without limitation, any payments made pursuant to Article 3;
4.1.2.2 any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, property or securities, to which the Holders of any of the Notes or the Trustee would be ...
Notes Subordinated to Senior Indebtedness. The Company and each Holder, by its acceptance of Notes, agree that (a) the payment of the principal of and interest on the Notes and (b) any other payment in respect of the Notes, including on account of the acquisition or redemption of the Notes by the Company and any premium and Liquidated Damages (including, without limitation, pursuant to Article XI (but specifically excluding payments to the Trustee for its own benefit), and including the payment of cash, property or securities (other than Junior Securities) upon conversion of a Note, is subordinated, to the extent and in the manner provided in this Article XII, to the prior payment in full of all Senior Indebtedness of the Company, whether outstanding at the date of this Indenture or thereafter created, incurred, assumed or guaranteed, and that these subordination provisions are for the benefit of the holders of Senior Indebtedness. This Article XII 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 Subordinated to Senior Indebtedness. The Company and each of you, by your acceptance of the Notes, agrees that the payment of the principal of, premium, if any, and interest on the Notes is subordinated, to the extent and in the manner provided in this Section 4, to the prior payment in full, in cash or cash equivalents, of all Senior Indebtedness. This Section 4 shall constitute a continuing covenant 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. As a holder of Notes you agree that whatever right, title and interest, if any, that you have or may hereafter have in and to any assets provided to secure the principal of or premium or interest on the Notes, excluding the right to convert the Notes to Common Stock as provided in Section 1.4, shall at all times and in all respects be subject and subordinate to the right, title and interest (including security interest) in any such assets, if any, provided to secure the Senior Indebtedness unless and until the Senior Indebtedness has been paid in full in cash or cash equivalent. You agree that any and all right to set off any Indebtedness, obligation or liabilities you owe to the Company against the principal of or premium, or interest on the Notes and the right to assert any counterclaim in respect thereof is subject to the subordination provisions of this Section 4 and shall not be asserted unless and until the Senior Indebtedness has been paid in full in cash or cash equivalents (or such payment has been duly provided for).
Notes Subordinated to Senior Indebtedness. (a) The Notes are subordinated and junior in right of payment of the principal of and interest and all other obligations (all of the foregoing, a "Payment or Distribution") on such Notes to the prior payment in full of any Senior Indebtedness whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed, the Notes shall comply with the provisions of this Section 8, and each Holder by his acceptance thereof likewise agrees.
Notes Subordinated to Senior Indebtedness. The Company covenants and agrees, and each Holder of Notes by its acceptance thereof likewise covenants and agrees, that all Notes shall be issued subject to the provisions of this Article 8, and each Person holding any Note, whether upon original issue or upon transfer, assignment, or exchange thereof, accepts and agrees that all payments of the principal of and premium, if any, and interest on the Notes will, to the extent and in the manner set forth in this Article 8, be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Senior Indebtedness, whether outstanding on the date of the Note or thereafter incurred.
Notes Subordinated to Senior Indebtedness. The Company and the Trustee each covenants and agrees, and each Noteholder, by its acceptance of a Note, likewise covenants and agrees that all Notes shall be issued subject to the subordination provisions of this Article XV; and each Person holding any Note, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees that the payment of principal, premium and interest on the Notes shall, to the extent and in the manner set forth in this Article XV, be subordinated in right of payment to the prior payment in full, in cash or cash equivalents, of all amounts payable under Senior Indebtedness, including, without limitation, the Company’s obligations under the Bank Credit Agreement (including any interest accruing subsequent to an event specified in Sections 6.01(g) and 6.01(h), whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code).
Notes Subordinated to Senior Indebtedness. The Company, for itself and its successors, and each Holder, by his or her acceptance of Notes, agrees that the payment of the Principal of and interest on the Notes is subordinated, to the extent and in the manner provided in this Article Ten, to the right of payment in full to all present and future Senior Indebtedness, and that these subordination provisions are for the benefit of the holders of Senior Indebtedness. The provisions of this Article Ten are for the benefit of the holders of the Senior Indebtedness from time to time (and their successors and assigns) and shall be enforceable directly by them and their respective Representatives directly against the Company, each Guarantor, the Trustee and the Holders (and their successors and assigns). The provisions of this Article Ten shall be a continuing agreement and shall be irrevocable and shall remain in full force and effect until payment in the full of the Senior Indebtedness in cash or cash equivalents, and shall constitute a continuing and irrevocable offer to all Persons who become holders of, or continue to hold, Senior Indebtedness (whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes), each of which holders shall be deemed for the purposes hereof to have acquired Senior Indebtedness in reliance upon the provisions of this Article Ten. The provision of this Article Ten shall survive the commencement of any reorganization or other proceedings with respect to the Company, any Guarantor or any other Person and the discharge of any claim in connection with such Reorganization or other proceedings, including, without limitation, the discharge of any Senior Indebtedness or the Guarantee. The holders of the Senior Indebtedness and their respective Representatives are hereby authorized to demand specific performance of the provisions of this Article Ten at any time when the Company, any Guarantor or any Holder shall have failed to comply with any provision of this Article Ten applicable to it, and the Company, each Guarantor, and each Holder hereby irrevocably waives any defense based on the adequacy of a remedy at law that might be asserted as a bar to the remedy of specific performance hereof in any action brought therefor by the holders of the Senior Indebtedness and their respective Representatives.
