Common use of Senior Indebtedness, Etc Clause in Contracts

Senior Indebtedness, Etc. All principal of, and accrued interest owing on, all the Credit Extensions and all other Obligations owing hereunder and under the other Loan Documents are "Senior Indebtedness" under the Intercreditor Agreement. USAM has duly executed and delivered each Subordinated Debt Document and each Subordinated Debt Document constitutes the legal, valid and binding obligation of USAM, enforceable against USAM in accordance with its terms, subject, as to enforcement only, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally, and subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law). USAM has delivered true and complete copies of the Subordinated Debt Documents to the Lenders, together with all amendments, waivers and other changes thereto. Notwithstanding any bankruptcy, insolvency, reorganization, moratorium or similar proceeding in respect of USAM, at all times (i) the subordination provisions in the Intercreditor Agreement will be enforceable against the Subordinated Debt Holders thereof by the Agent and the Lenders, (ii) all Obligations, including the Obligations to pay principal of and interest on the Credit Extensions, constitute "Senior Indebtedness", as defined in the Intercreditor Agreement and all such Obligations will be entitled to the benefits of subordination created by the Intercreditor Agreement and (iii) all payments of principal of or interest on each Subordinated Debt Document made by USAM from the liquidation of its property will be subject to such subordination provisions. At the time of the execution and delivery of each Subordinated Debt Document, the same was duly registered or qualified under all applicable United States Federal, state and Commonwealth securities laws or exempt therefrom. The Borrowers acknowledge that the Agent and Lenders are entering into this Agreement, and have extended the Loans and other Credit Extensions, in reliance upon the subordination provisions contained in the Intercreditor Agreement and the representations and warranties made pursuant to this Section.

Senior Indebtedness, Etc. All principal of, and accrued interest owing on, all the Credit Extensions and all other Obligations owing hereunder and under the other Loan Documents are "Senior Indebtedness" under the Intercreditor Agreement. USAM has duly executed and delivered each Subordinated Debt Document and each Subordinated Debt Document constitutes the legal, valid and binding obligation of USAM, enforceable against USAM in accordance with its terms, subject, as to enforcement only, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally, and subject (a) The subordination provisions applicable to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law). USAM has delivered true Series A Notes and complete copies of the Subordinated Debt Documents to the Lenders, together with all amendments, waivers and other changes thereto. Notwithstanding any bankruptcy, insolvency, reorganization, moratorium or similar proceeding in respect of USAM, at all times (i) the subordination provisions in the Intercreditor Agreement Series B Notes will be enforceable against the Subordinated Debt Holders thereof holders of the Series A Notes and Series B Notes by the Agent holder of any Senior Indebtedness (as defined in the Series A Note Purchase Agreements and the Lenders, (iiSeries B Note Purchase Agreements) all which has not effectively waived the benefits thereof. All Obligations, including the Obligations those to pay principal of and interest (including post-petition interest) on the Credit ExtensionsLoans and Reimbursement Obligations, and fees and expenses in connection therewith, constitute "Senior Indebtedness", Indebtedness (as defined in the Intercreditor Agreement Series A Note Purchase Agreements and the Series B Note Purchase Agreements) and all such Obligations will be are entitled to the benefits of the subordination created by the Intercreditor Agreement Series A Notes and Series B Notes. (iiib) all payments The subordination provisions applicable to the Ryder Subordinated Notes will be enforceable against the holders of the Ryder Subordinated Notes by the holder of any Senior Indebtedness (as defined in the Ryder Subordinated Notes Indenture) which has not effectively waived the benefits thereof. All Obligations, including those to pay principal of or and interest (including post-petition interest) on each Subordinated Debt Document made by USAM from the liquidation of its property will be subject to such subordination provisions. At the time of the execution and delivery of each Subordinated Debt Document, the same was duly registered or qualified under all applicable United States Federal, state and Commonwealth securities laws or exempt therefrom. The Borrowers acknowledge that the Agent and Lenders are entering into this Agreement, and have extended the Loans and other Credit ExtensionsReimbursement Obligations, and fees and expenses in reliance upon connection therewith, constitute Senior Indebtedness and Designated Senior Indebtedness (as defined in the Ryder Subordinated Notes Indenture), and all such Obligations are entitled to the benefits of the subordination provisions contained created by the Ryder Subordinated Note Indenture. The "Subordination Termination Date" as defined in the Intercreditor Agreement Ryder Subordinated Note Indenture has not occurred. (c) The subordination provisions applicable to the High Tides Debentures and the representations High Tides Guaranty will be enforceable against the holders of the High Tide Debentures and warranties made pursuant the Convertible Preferred Securities by the holder of any Senior Debt (as defined in each of the High Tides Debentures Indenture and the High Tides Guaranty) which has not effectively waived the benefits thereof. All Obligations, including those to this Sectionpay principal of and interest (including post-petition interest) on the Loans and Reimbursement Obligations, and fees and expenses in connection therewith, constitute Senior Debt and Designated Senior Debt (as defined in each of the High Tides Debentures Indenture and the High Tides Guaranty) and all such Obligations are entitled to the benefits of the subordination created by the High Tides Debentures and the High Tides Guaranty.

Senior Indebtedness, Etc. All principal ofThe Borrower has the power and authority to incur the Subordinated Debt, Affiliate Indebtedness and accrued interest owing on, all the Credit Extensions and all other Obligations owing hereunder and Intercompany Indebtedness as provided for under the other Loan Documents are "Senior Indebtedness" under the Intercreditor Agreement. USAM documents applicable thereto and has duly authorized, executed and delivered each the documents applicable to such Subordinated Debt Document Debt, Affiliate Indebtedness and each Intercompany Indebtedness. The Borrower has issued, pursuant to due authorization, the Subordinated Debt Document constitutes Debt, Affiliate Indebtedness and Intercompany Indebtedness under the applicable documents, and such documents constitute the legal, valid and binding obligation obligations of USAM, the Borrower enforceable against USAM the Borrower in accordance with its terms, subject, terms (except as to enforcement only, to such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or similar laws affecting the enforceability of creditors' rights generally, generally and subject to the effect of general by principles of equity (regardless of whether considered in a proceeding in equity or at lawequity). USAM has delivered true and complete copies The subordination provisions of the Subordinated Debt Documents to the LendersDebt, together with all amendments, waivers Affiliate Indebtedness and other changes thereto. Notwithstanding any bankruptcy, insolvency, reorganization, moratorium or similar proceeding in respect of USAM, at all times (i) the subordination provisions Intercompany Indebtedness contained in the Intercreditor Agreement will be documents relating thereto are enforceable against the holders of the Subordinated Debt Holders thereof Debt, Affiliate Indebtedness and Intercompany Indebtedness by the Agent and holder of any "Senior Indebtedness" or similar term referring to the Lenders, Obligations (ii) all as defined in such documents). All Obligations, including the Obligations those to pay principal of and interest (including post-petition interest, whether or not allowed as a claim under bankruptcy or similar laws) on the Credit ExtensionsLoans and Reimbursement Obligations, and fees and expenses in connection therewith, constitute "Senior Indebtedness", " or similar term relating to the Obligations (as defined in the Intercreditor Agreement applicable documents) and all such Obligations will be are entitled to the benefits of the subordination created by the Intercreditor Agreement and (iii) all payments of principal of or interest on each Subordinated Debt Document made by USAM from the liquidation of its property will be subject to such subordination provisions. At the time of the execution and delivery of each Subordinated Debt Document, the same was duly registered or qualified under all applicable United States Federal, state and Commonwealth securities laws or exempt therefromdocuments. The Borrowers acknowledge Borrower acknowledges that the Agent each Arranging Agent, each Lender and Lenders are each Issuer is entering into this Agreement, Agreement and have extended the Loans and other Credit Extensions, is extending its Commitments in reliance upon the subordination provisions contained in of the Intercreditor Sub Debt Documents, the Intercompany Subordination Agreement and the representations and warranties made pursuant to this SectionManager Subordination Agreements.

Senior Indebtedness, Etc. All principal of, The U.S. Borrower has the power and accrued interest owing on, all authority to incur the Credit Extensions and all other Obligations owing hereunder and Indebtedness evidenced by the Subordinated Notes as provided for under the other Loan Documents are "Senior Indebtedness" under the Intercreditor Agreement. USAM Subordinated Indenture and has duly authorized, executed and delivered each the Subordinated Debt Document Indenture. All Subordinated Notes have been (and each following the Effective Date, will be) issued by the U.S. Borrower pursuant to due authorization. The Subordinated Debt Document Indenture constitutes and (upon issuance) the Subordinated Notes will constitute, the legal, valid and binding obligation of USAM, the U.S. Borrower enforceable against USAM the U.S. Borrower in accordance with its terms, subject, as to enforcement onlyenforcement, only to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally, generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law)equitable principles. USAM has delivered true and complete copies The subordination provisions of the Subordinated Debt Documents to the Lenders, together with all amendments, waivers Notes and other changes thereto. Notwithstanding any bankruptcy, insolvency, reorganization, moratorium or similar proceeding in respect of USAM, at all times (i) the subordination provisions contained in the Intercreditor Agreement will Subordinated Indenture continue to be enforceable against the Subordinated Debt Note Holders thereof by the Agent and holder of any Bank Debt (as defined in the Lenders, (iiSubordinated Indenture) all which has not effectively waived the benefits thereof. All Obligations, including the Obligations those to pay principal of and interest (including post-petition interest) on the Credit ExtensionsLoans and Reimbursement Obligations, and fees and expenses in connection therewith, constitute "Senior Indebtedness", Bank Debt (as defined in the Intercreditor Agreement Subordinated Indenture) and all such Obligations will be are entitled to the benefits of the 114 subordination created by the Intercreditor Agreement and (iii) all payments of principal of or interest on each Subordinated Debt Document made by USAM from Indenture. The U.S. Borrower acknowledges that the liquidation of its property will be subject to such subordination provisions. At the time of the execution and delivery of each Subordinated Debt DocumentAgents, the same was duly registered or qualified under all applicable United States Federal, state Issuers and Commonwealth securities laws or exempt therefrom. The Borrowers acknowledge that the Agent and Lenders are each Lender is entering into this Agreement, and have extended the Loans and other Credit Extensionsis extending its Commitments, in reliance upon the subordination provisions contained in of the Intercreditor Agreement Subordinated Indenture, the Subordinated Notes and the representations and warranties made pursuant to this Section.

Senior Indebtedness, Etc. All principal ofPeekay Acquisition and Peekay SPA, LLC have the power and accrued interest owing on, all authority to incur the Credit Extensions and all other Obligations owing hereunder and Subordinated Indebtedness provided for under the other Loan Documents are "Senior Indebtedness" under the Intercreditor Agreement. USAM Subordinated Notes (Peekay) and has duly authorized, executed and delivered each the Subordination Agreement (Peekay). The Parent has issued, pursuant to due authorization, the Subordinated Debt Document and each Notes (Peekay) under the Acquisition Agreement (Peekay). The Subordinated Debt Document constitutes Notes (Peekay) constitute the legal, valid and binding obligation of USAMPeekay Acquisition and Peekay SPA, LLC, enforceable against USAM Peekay Acquisition and Peekay SPA, LLC in accordance with its their terms, subject, as to enforcement only, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally, and subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law). USAM has delivered true and complete copies The subordination provisions of the Subordinated Debt Documents to the Lenders, together with all amendments, waivers Subordination Agreement (Peekay) are and other changes thereto. Notwithstanding any bankruptcy, insolvency, reorganization, moratorium or similar proceeding in respect of USAM, at all times (i) the subordination provisions in the Intercreditor Agreement will be enforceable against the holders of the Subordinated Debt Holders thereof Notes (Peekay) by the Agent and holders of any Senior Obligations (as defined in the Lenders, Subordination Agreement (ii) all Peekay)). All Obligations, including the Obligations including, without limitation, those to pay principal of and interest (including post-petition interest) on the Credit ExtensionsLoans and fees and expenses in connection therewith, constitute "Senior Indebtedness", Indebtedness (as defined in the Intercreditor Agreement Subordinated Notes (Peekay)), and all such Obligations will be are entitled to the benefits of the subordination created by the Intercreditor Subordination Agreement and (iii) all payments of principal of or interest on each Subordinated Debt Document made by USAM from the liquidation of its property will be subject to such subordination provisions. At the time of the execution and delivery of each Subordinated Debt Document, the same was duly registered or qualified under all applicable United States Federal, state and Commonwealth securities laws or exempt therefromPeekay). The Borrowers Loan Parties acknowledge that the Agent Agents and the Lenders are entering into this Agreement, and have extended making the Loans and other Credit ExtensionsTerm Loans, in reliance upon the subordination provisions contained in of the Intercreditor Subordination Agreement (Peekay) and the representations and warranties made pursuant to this Sectionclause (hh).