Common use of Obligations Subordinate to Senior Indebtedness Clause in Contracts

Obligations Subordinate to Senior Indebtedness. The Company covenants and agrees, and the Noteholder by its acceptance of this Note, likewise covenants and agrees, that this Note shall be subject to the provisions of this Section 3; and the Noteholder, whether a holder upon original issue or upon transfer, assignment or exchange of this Note, accepts and agrees (i) that the payment of all Note Obligations shall be subordinated and junior in right of payment to the prior payment in full of all of the Senior Indebtedness from time to time outstanding, and the Note Obligations are subordinated as a claim against the Company, any other Obligor, any guarantor of the Senior Indebtedness or any of their respective assets to the prior payment in full of the Senior Indebtedness, in each case, to the extent and in the manner hereinafter set forth and whether such claim is (a) in the ordinary course of business or (b) in the event of any Bankruptcy Event, (ii) that the subordination is for the benefit of, and shall be enforceable directly by, each holder of such Senior Indebtedness, and (iii) that each holder of such Senior Indebtedness, whether now outstanding or hereafter created, assumed or guaranteed, shall be deemed to have acquired its Senior Indebtedness in reliance upon the covenants and provisions contained in this Note including, without limitation, this Section 3.

Obligations Subordinate to Senior Indebtedness. The Company covenants and agrees, and the Noteholder Noteholders by its their acceptance of this NoteNotes and Warrants, likewise covenants covenant and agreesagree, that this all Notes and Warrants shall be issued and all Note Obligations shall be subject to the provisions of this Section 312, any provision to the contrary of any Note Document notwithstanding; and the each Noteholder, whether a holder upon original issue or upon transfer, assignment or exchange of this Notethereof, accepts and agrees (i) that the payment of all Note Obligations shall shall, to the extent and in the manner hereinafter set forth, be subordinated and junior in right of payment to the prior indefeasible payment in full in cash of all of the Senior Indebtedness from time to time outstanding, and the Note Obligations are subordinated as a claim against the Company, any other Obligor, any guarantor of the Senior Indebtedness or any of their respective assets to the prior payment in full of the Senior Indebtedness, in each case, to the extent and in the manner hereinafter set forth and whether such claim is (a) in the ordinary course of business or (b) in the event of any Bankruptcy Event, (ii) ; that the subordination is for the benefit of, and shall be enforceable directly by, each holder of such the Senior Indebtedness, and (iii) that each holder of such the Senior Indebtedness, whether now outstanding or hereafter created, assumed or guaranteed, shall be deemed to have acquired its Senior Indebtedness in reliance upon the covenants and provisions contained in this Note including, without limitation, this Section 312.

Obligations Subordinate to Senior Indebtedness. The Company covenants and agrees, and the Noteholder by its acceptance of this Note, likewise covenants and agrees, that this Note shall be subject to the provisions of this Section 3; and the Noteholder, whether a holder upon original issue or upon transfer, assignment or exchange of this Note, accepts and agrees (i) that the payment of all Note Obligations shall be subordinated and junior in right of payment to the prior payment in full of all of the Senior Indebtedness from time to time outstanding, and the Note Obligations are subordinated as a claim against the Company, any other Obligorof its Subsidiaries, any guarantor of the Senior Indebtedness or any of their respective assets to the prior payment in full of the Senior Indebtedness, in each case, to the extent and in the manner hereinafter set forth and whether such claim is (a) in the ordinary course of business or (b) in the event of any Bankruptcy Event, (ii) that the subordination is for the benefit of, and shall be enforceable directly by, each holder of such Senior Indebtedness, and (iii) that each holder of such Senior Indebtedness, whether now outstanding or hereafter created, assumed or guaranteed, shall be deemed to have acquired its Senior Indebtedness in reliance upon the covenants and provisions contained in this Note including, without limitation, this Section 3.

Obligations Subordinate to Senior Indebtedness. The Company covenants and agrees, and the Lender, each Noteholder by its his acceptance of this his Note, and each of their respective successors and assigns by his acceptance thereof (collectively, the "Junior Creditors") likewise covenants and agrees, that this Note shall be subject that, to the provisions of extent and in the manner hereinafter set forth in this Section 3; 13, the payment of the principal of (and premium, if any) and interest on each and all of the Noteholder, whether a holder upon original issue or upon transfer, assignment or exchange of this Note, accepts Notes and agrees (i) that the payment of all Note Obligations shall be subordinated other indebtedness, obligations and junior liabilities of the Company under or related to the Stock Purchase Agreement, or any document executed in connection therewith, to any Junior Creditor (other than the payment of the cash portion of the Purchase Price (as defined in the Stock Purchase Agreement) which is being paid to the Lender on the date hereof), now existing or hereafter arising, regardless of how evidenced or acquired (collectively, the "Junior Indebtedness") are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness of the Company. The provisions of this Section 13 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Indebtedness from time to time outstanding, and the Note Obligations are subordinated as is rescinded or must otherwise be returned by a claim against the Company, any other Obligor, any guarantor holder of the Senior Indebtedness upon any Proceeding or any of their respective assets to the prior otherwise, all as though such payment in full of the Senior Indebtedness, in each case, to the extent and in the manner hereinafter set forth and whether such claim is (a) in the ordinary course of business or (b) in the event of any Bankruptcy Event, (ii) that the subordination is for the benefit of, and shall be enforceable directly by, each holder of such Senior Indebtedness, and (iii) that each holder of such Senior Indebtedness, whether now outstanding or hereafter created, assumed or guaranteed, shall be deemed to have acquired its Senior Indebtedness in reliance upon the covenants and provisions contained in this Note including, without limitation, this Section 3had not been made.