Common use of Seniority of Obligations, etc Clause in Contracts

Seniority of Obligations, etc. WWI has the power and authority to incur the Indebtedness evidenced by the Senior Subordinated Notes as provided for under the Senior Subordinated Note Indenture and has duly authorized, executed and delivered the Senior Subordinated Note Indenture. WWI has issued, pursuant to due authorization, the Senior Subordinated Notes under the Senior Subordinated Note Indenture. The Senior Subordinated Note Indenture constitutes the legal, valid and binding obligation of WWI enforceable against WWI in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The subordination provisions of the Senior Subordinated Notes and contained in the Senior Subordinated Note Indenture are enforceable against the holders of the Senior Subordinated Notes by the holder of any Senior Debt (or similar term referring to the Obligations, as applicable) in the Senior Subordinated Note Indenture, which has not effectively waived the benefits thereof. All monetary Obligations, including those to pay principal of and interest (including post-petition interest, whether or not permitted as a claim) on the Loans and Reimbursement Obligations, and fees and expenses in connection therewith, constitute Senior Debt (or similar term referring to the Obligations, as applicable) in the Senior Subordinated Note Indenture, and all such Obligations are entitled to the benefits of the subordination created by the Senior Subordinated Note Indenture. WWI acknowledges that the Administrative Agent and each Lender is entering into this Agreement, and is extending its Commitments, in reliance upon the subordination provisions of (or to be contained in) the Senior Subordinated Note Indenture, the Senior Subordinated Notes and this Section.

Seniority of Obligations, etc. WWI The Borrower has the power and authority to incur the Indebtedness evidenced by the Senior Subordinated Notes Debt as provided for under the Senior Subordinated Note Indenture Sub Debt Documents applicable thereto and has duly authorized, executed and delivered the Senior Subordinated Note IndentureSub Debt Documents applicable thereto. WWI The Borrower has issued, pursuant to due authorization, the Senior any Subordinated Notes Debt under the Senior Subordinated Note Indenture. The Senior Subordinated Note Indenture constitutes applicable Sub Debt Documents, and such Sub Debt Documents constitute the legal, valid and binding obligation obligations of WWI the Borrower enforceable against WWI the Borrower in accordance with its respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The subordination provisions of the Senior any Subordinated Notes and Debt contained in the Senior Subordinated Note Indenture applicable Sub Debt Documents are enforceable against the holders of the Senior such Subordinated Notes Debt by the holder of any “Senior Debt Debt” (or similar term referring to the Obligations, as applicable) in the Senior Subordinated Note Indenturesuch Sub Debt Documents, which has not effectively waived the benefits thereof. All monetary Obligations, including those to pay principal of and interest (including post-petition interest, whether or not permitted as a claim) on the Loans and Reimbursement Obligations, and fees and expenses in connection therewith, constitute “Senior Debt Debt” (or similar term referring to the Obligations, as applicable) in the Senior Subordinated Note Indenturesuch Sub Debt Documents, and all such Obligations are entitled to the benefits of the subordination created by the Senior Subordinated Note Indenturesuch Sub Debt Documents. WWI The Borrower acknowledges that the Administrative Agent and each Lender is entering into this Agreement, and is extending its Commitments, in reliance upon the subordination provisions of (or to be contained in) the Senior Subordinated Note Indenture, the Senior Subordinated Notes Sub Debt Documents and this Section.

Seniority of Obligations, etc. WWI has the power and authority to incur the Indebtedness evidenced by the Senior Subordinated Notes as provided for under the Senior Subordinated Note Indenture and has duly authorized, executed and delivered the Senior Subordinated Note Indenture. WWI has issued, pursuant to due authorization, the Senior Subordinated Notes under the Senior Subordinated Note Indenture. The Senior Subordinated Note Indenture constitutes the legal, valid and binding obligation of WWI enforceable against WWI in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The subordination provisions of the Senior Subordinated Notes and contained in the Senior Subordinated Note Indenture are enforceable against the holders of the Senior Subordinated Notes by the holder of any Senior Debt (or similar term referring to the Obligations, as applicable) in the Senior Subordinated Note Indenture, which has not effectively waived the benefits thereof. All monetary Obligations, including those to pay principal of and interest (including post-petition interest, whether or not -66- 74 permitted as a claim) on the Loans and Reimbursement Obligations, and fees and expenses in connection therewith, constitute Senior Debt (or similar term referring to the Obligations, as applicable) in the Senior Subordinated Note Indenture, and all such Obligations are entitled to the benefits of the subordination created by the Senior Subordinated Note Indenture. WWI acknowledges that the Administrative Agent and each Lender is entering into this Agreement, and is extending its Commitments, in reliance upon the subordination provisions of (or to be contained in) the Senior Subordinated Note Indenture, the Senior Subordinated Notes and this Section.

Seniority of Obligations, etc. WWI Each Subordinated Debt Issuer has (or will have) the power and authority to incur the Indebtedness (if any) evidenced by the Senior Subordinated Notes as provided for under the Senior each Subordinated Note Indenture and has (or will have) duly authorized, executed and delivered the Senior each Subordinated Note Indenture, as applicable. WWI Each Subordinated Debt Issuer has (or will have) issued, pursuant to due authorization, the Senior Subordinated Notes under the Senior each Subordinated Note Indenture. The Senior Once executed and delivered by a Subordinated Debt Issuer, each Subordinated Note Indenture constitutes will constitute the legal, valid and binding obligation of WWI such Subordinated Debt Issuer enforceable against WWI such Subordinated Debt Issuer in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The subordination provisions Subordination Provisions of the Senior Subordinated Notes and contained in the Senior each Subordinated Note Indenture are will be enforceable against the holders of the Senior Subordinated Notes by the holder of any “Senior Debt (Indebtedness”, “Senior Debt” or similar term referring to the Obligations, as applicable) applicable in the Senior such Subordinated Note Indenture, which has not effectively waived the benefits thereof. All monetary Obligations, including those to pay principal of and interest (including post-petition interest, whether or not permitted as a claimclaim under applicable law) on the Loans and Reimbursement Obligations, and fees and expenses in connection therewith, constitute (or will constitute) “Senior Debt (Indebtedness”, “Senior Debt” or similar term referring to the Obligations, as applicable) applicable in the Senior such Subordinated Note Indenture, and all such Obligations are (or will be) entitled to the benefits of the subordination created by the Senior such Subordinated Note Indenture. WWI KIL and each of its Subsidiaries acknowledges that the Administrative Agent and each Lender Party is entering into this Agreement, and is extending its Commitments, in reliance upon the subordination provisions Subordination Provisions of (or to be contained in) the Senior each Subordinated Note Indenture, the Senior Subordinated Notes and this Section.

Seniority of Obligations, etc. WWI The Borrower has the power and authority to incur the Indebtedness evidenced by the Senior Subordinated Notes as provided for under the Senior each Subordinated Note Indenture and has (or will have) duly authorized, executed and delivered the Senior each Subordinated Note Indenture, as applicable. WWI The Borrower has (or will have) issued, pursuant to due authorization, the Senior Subordinated Notes under the Senior each Subordinated Note Indenture. The Senior Once executed and delivered by the Borrower, each Subordinated Note Indenture constitutes will constitute the legal, valid and binding obligation of WWI the Borrower enforceable against WWI the Borrower in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The subordination provisions of the Senior Subordinated Notes and contained in the Senior each Subordinated Note Indenture are will be enforceable against the holders of the Senior Subordinated Notes by the holder of any "Senior Debt (Indebtedness", "Senior Debt" or similar term referring to the Obligations, as applicable) applicable in the Senior such Subordinated Note Indenture, which has not effectively waived the benefits thereof. All monetary Obligations, including those to pay principal of and interest (including post-petition interest, whether or not permitted as a claim) on the Loans and Reimbursement Obligations, and fees and expenses in connection therewith, constitute "Senior Debt (Indebtedness", "Senior Debt" or similar term referring to the Obligations, as applicable) applicable in the Senior such Subordinated Note Indenture, and all such Obligations are entitled to the benefits of the subordination created by the Senior such Subordinated Note Indenture. WWI The Borrower acknowledges that the Administrative Agent and each Lender is entering into this Agreement, and is extending its Commitments, in reliance upon the subordination provisions of (or to be contained in) the Senior each Subordinated Note Indenture, the Senior Subordinated Notes and this Section.

Seniority of Obligations, etc. WWI has the power and authority to incur the Indebtedness evidenced by the Senior Subordinated Notes as provided for under the Senior Subordinated Note Indenture and has (or will have) duly authorized, executed and delivered the Senior Subordinated Note Indenture. WWI has (or will have) issued, pursuant to due authorization, the Senior Subordinated Notes under the Senior Subordinated Note Indenture. The Once executed and delivered by WWI, the Senior Subordinated Note Indenture constitutes will constitute the legal, valid and binding obligation of WWI enforceable against WWI in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The subordination provisions of the Senior Subordinated Notes and contained in the Senior Subordinated Note Indenture are will be enforceable against the holders of the Senior Subordinated Notes by the holder of any Senior Debt (or similar term referring to the Obligations, as applicable) in the Senior Subordinated Note Indenture, which has not effectively waived the benefits thereof. All monetary Obligations, including those to pay principal of and interest (including post-petition interest, whether or not permitted as a claim) on the Loans and Reimbursement Obligations, and fees and expenses in connection therewith, constitute Senior Debt (or similar term referring to the Obligations, as applicable) in the Senior Subordinated Note Indenture, and all such Obligations are entitled to the benefits of the subordination created by the Senior Subordinated Note Indenture. WWI acknowledges that the Administrative Agent and each Lender is entering into this Agreement, and is extending its Commitments, in reliance upon the subordination provisions of (or to be contained in) the Senior Subordinated Note Indenture, the Senior Subordinated Notes and this Section.

Seniority of Obligations, etc. WWI Each Subordinated Debt ------------------------------ Issuer has (or will have) the power and authority to incur the Indebtedness (if any) evidenced by the Senior Subordinated Notes as provided for under the Senior each Subordinated Note Indenture and has (or will have) duly authorized, executed and delivered the Senior each Subordinated Note Indenture, as applicable. WWI Each Subordinated Debt Issuer has (or will have) issued, pursuant to due authorization, the Senior Subordinated Notes under the Senior each Subordinated Note Indenture. The Senior Once executed and delivered by a Subordinated Debt Issuer, each Subordinated Note Indenture constitutes will constitute the legal, valid and binding obligation of WWI such Subordinated Debt Issuer enforceable against WWI such Subordinated Debt Issuer in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The subordination provisions Subordination Provisions of the Senior Subordinated Notes and contained in the Senior each Subordinated Note Indenture are will be enforceable against the holders of the Senior Subordinated Notes by the holder of any "Senior Debt (Indebtedness", "Senior Debt" or similar term referring to the Obligations, as applicable) applicable in the Senior such Subordinated Note Indenture, which has not effectively waived the benefits thereof. All monetary Obligations, including those to pay principal of and interest (including post-petition interest, whether or not permitted as a claimclaim under applicable law) on the Loans and Reimbursement Obligations, and fees and expenses in connection therewith, constitute (or will constitute) "Senior Debt (Indebtedness", "Senior Debt" or similar term referring to the Obligations, as applicable) applicable in the Senior such Subordinated Note Indenture, and all such Obligations are (or will be) entitled to the benefits of the subordination created by the Senior such Subordinated Note Indenture. WWI SIHL and each of its Subsidiaries acknowledges that the Administrative Agent and each Lender Party is entering into this Agreement, and is extending its Commitments, in reliance upon the subordination provisions Subordination Provisions of (or to be contained in) the Senior each Subordinated Note Indenture, the Senior Subordinated Notes and this Section.

Seniority of Obligations, etc. WWI The US Borrower has the power and authority to incur the Indebtedness evidenced by the Senior 12% Subordinated Notes as provided for under the Senior Subordinated Note Indenture and has duly authorized, executed and delivered the Senior 12% Subordinated Notes and the 2001 12% Subordinated Note IndentureAgreement. WWI has issued, pursuant to due authorizationOnce delivered by the US Borrower, the Senior 12% Subordinated Notes under the Senior and any other Permitted Subordinated Note Indenture. The Senior Subordinated Note Indenture constitutes Debt will constitute the legal, valid and binding obligation of WWI the US Borrower, enforceable against WWI the US Borrower, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The subordination provisions of the Senior 12% Subordinated Notes and contained in the Senior any other Permitted Subordinated Note Indenture are Debt will be enforceable against the holders of the Senior such Subordinated Notes by the holder of any the "Senior Debt (Indebtedness" or similar term referring to the Obligations, as applicable) in the Senior Subordinated Note Indenture, which has not effectively waived the benefits thereof. All monetary Obligations, including those to pay principal of and interest (including post-petition interest, whether or not permitted as a claim) on the Loans and Reimbursement Obligations, and fees and expenses in connection therewith, constitute "Senior Debt (Indebtedness" or similar term referring to the Obligations, as applicable) Obligations in the Senior each Subordinated Note IndentureNote, and all such Obligations are entitled to the benefits of the subordination created by the Senior each such Subordinated Note IndentureNote. WWI acknowledges The Borrowers acknowledge that the Administrative Agent Agents and each Lender is are entering into this Agreement, Agreement and is are extending its Commitments, their Commitments in reliance upon the subordination provisions of (or to be contained in) the Senior Subordinated Note Indenture, the Senior Subordinated Notes and this Section.

Seniority of Obligations, etc. WWI Each Subordinated Debt Issuer has (or will have) the power and authority to incur the Indebtedness (if any) evidenced by the Senior Subordinated Notes as provided for under the Senior each Subordinated Note Indenture and has (or will have) duly authorized, executed and delivered the Senior each Subordinated Note Indenture, as applicable. WWI Each Subordinated Debt Issuer has (or will have) issued, pursuant to due authorization, the Senior Subordinated Notes under the Senior each Subordinated Note Indenture. The Senior Once executed and delivered by a Subordinated Debt Issuer, each Subordinated Note Indenture constitutes will constitute the legal, valid and binding obligation of WWI such Subordinated Debt Issuer enforceable against WWI such Subordinated Debt Issuer in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The subordination provisions Subordination Provisions of the Senior Subordinated Notes and contained in the Senior each Subordinated Note Indenture are will be enforceable against the holders of the Senior Subordinated Notes by the holder of any "Senior Debt (Indebtedness", "Senior Debt" or similar term referring to the Obligations, as applicable) applicable in the Senior such Subordinated Note Indenture, which has not effectively waived the benefits thereof. All monetary Obligations, including those to pay principal of and interest (including post-petition interest, whether or not permitted as a claimclaim under applicable law) on the Loans and Reimbursement Obligations, and fees and expenses in connection therewith, constitute (or will constitute) "Senior Debt (Indebtedness", "Senior Debt" or similar term referring to the Obligations, as applicable) applicable in the Senior such Subordinated Note Indenture, and all such Obligations are (or will be) entitled to the benefits of the subordination created by the Senior such Subordinated Note Indenture. WWI SIHL and each of its Subsidiaries acknowledges that the Administrative Agent and each Lender Party is entering into this Agreement, and is extending its Commitments, in reliance upon the subordination provisions Subordination Provisions of (or to be contained in) the Senior each Subordinated Note Indenture, the Senior Subordinated Notes and this Section.

Seniority of Obligations, etc. WWI The Borrower has the power and authority to incur the Indebtedness evidenced by the Senior Subordinated Notes as provided for under the Senior Subordinated Increasing Rate Note Indenture Purchase Agreement and has (or will have) duly 70 78 authorized, executed and delivered the Senior Subordinated Increasing Rate Note IndenturePurchase Agreement. WWI The Borrower has (or will have) issued, pursuant to due authorization, the Senior Subordinated Notes under Notes. Once executed and delivered by the Borrower, the Senior Subordinated Increasing Rate Note Indenture. The Senior Subordinated Note Indenture constitutes Purchase Agreement will constitute the legal, valid and binding obligation of WWI the Borrower enforceable against WWI the Borrower in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The subordination provisions of the Senior Subordinated Notes and contained in and, when issued, the Senior Subordinated Note Indenture are High Yield Notes will be enforceable against the holders of the Subordinated Notes or Senior Subordinated Notes High Yield Notes, as applicable, by the holder of any the "Designated Senior Debt (Indebtedness" or similar term referring to the Obligations, as applicable) in the Senior Subordinated Note Indenture, which has not effectively waived the benefits thereof. All monetary Obligations, including those to pay principal of and interest (including post-petition interest, whether or not permitted as a claim) on the Loans and Reimbursement Obligations, and indemnities (including environmental indemnities), fees and expenses in connection therewith, constitute "Designated Senior Debt (Indebtedness" or similar term referring to the ObligationsObligations in the Subordinated Notes and, as applicable) when issued, in the Senior Subordinated Note IndentureHigh Yield Notes, and all such Obligations are entitled to the benefits of the subordination created by such Subordinated Notes and, when issued, the Senior Subordinated Note IndentureHigh Yield Notes. WWI The Borrower acknowledges that the Administrative Agent and each Lender is entering into this Agreement, and is extending its Commitments, in reliance upon the subordination provisions of (or to be contained in) the Senior Subordinated Note IndentureNotes, the Senior Subordinated High Yield Notes (when issued) and this Section.

Seniority of Obligations, etc. WWI The Borrower has the power and authority to incur the Indebtedness evidenced by the Senior Subordinated Notes Debt as provided for under the Senior Subordinated Note Indenture or any other indenture applicable thereto and has duly authorized, executed and delivered the Senior Subordinated Note IndentureIndenture and such other indentures applicable thereto. WWI The Borrower has issued, pursuant to due authorization, the Senior Subordinated Notes under the Senior Subordinated Note IndentureIndenture and any other Subordinated Debt under the indenture applicable thereto. The Senior Subordinated Note Indenture and each other indenture applicable to any other Subordinated Debt constitutes the legal, valid and binding obligation obligations of WWI the Borrower enforceable against WWI the Borrower in accordance with its respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The subordination provisions of the Senior Subordinated Notes and any other Subordinated Debt and contained in the Senior Subordinated Note Indenture and any other indenture applicable to any other Subordinated Debt are enforceable against the holders of the Senior Subordinated Notes and any other Subordinated Debt by the holder of any Senior Debt (or similar term referring to the Obligations, as applicable) in the Senior Subordinated Note Indenture and such other Indenture, which has not effectively waived the benefits thereof. All monetary Obligations, including those to pay principal of and interest (including post-petition interest, whether or not permitted as a claim) on the Loans and Reimbursement Obligations, and fees and expenses in connection therewith, constitute “Senior Debt Debt” (or similar term referring to the Obligations, as applicable) in the Senior Subordinated Note IndentureIndenture and any other indenture applicable to any other Subordinated Debt, and all such Obligations are entitled to the benefits of the subordination created by the Senior Subordinated Note IndentureIndenture and any other indenture applicable to any other Subordinated Debt. WWI The Borrower acknowledges that the Administrative Agent and each Lender is entering into this Agreement, and is extending its Commitments, in reliance upon the subordination provisions of (or to be contained in) the Senior Subordinated Note Indenture, the Senior Subordinated Notes and this Section.

Seniority of Obligations, etc. WWI has the power and authority to incur the Indebtedness evidenced by the Senior Subordinated Notes as provided for under the Senior Subordinated Note Indenture and has duly authorized, executed and delivered the Senior Subordinated Note Indenture. WWI has issued, pursuant to due authorization, the Senior Subordinated Notes under the Senior Subordinated Note Indenture. The Senior Subordinated Note Indenture constitutes the legal, valid and binding obligation of WWI enforceable against WWI in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The subordination provisions of the Senior Subordinated Notes and contained in the Senior Subordinated Note Indenture are enforceable against the holders of the Senior Subordinated Notes by the holder of any Senior Debt (or similar term referring to the Obligations, as applicable) in the Senior Subordinated Note Indenture, which has not effectively waived the benefits thereof. All monetary Obligations, including those to pay principal of and interest (including post-petition interest, whether or not permitted as a claim) on the Loans and Reimbursement Obligations, and fees and expenses in connection therewith, constitute Senior Debt (or similar term referring to the Obligations, as applicable) in the Senior Subordinated Note Indenture, and all such Obligations are entitled to the benefits of the subordination created by the Senior Subordinated Note Indenture. WWI acknowledges that the Administrative Agent and each Lender is entering into this Agreement, and is extending its Commitments, in reliance upon the subordination provisions of (or to be contained in) the Senior Subordinated Note Indenture, the Senior Subordinated Notes and this Section.

Seniority of Obligations, etc. WWI The Borrower has the power and authority to incur the Indebtedness evidenced by the Senior Subordinated Aegis Notes as provided for under the Senior Subordinated Note Indenture and has duly authorized, issued and delivered the Aegis Notes. Once executed and delivered by the Senior Subordinated Note Indenture. WWI has issuedBorrower, pursuant to due authorization, the Senior Subordinated such Aegis Notes under the Senior Subordinated Note Indenture. The Senior Subordinated Note Indenture constitutes will constitute the legal, valid and binding obligation of WWI the Borrower enforceable against WWI the Borrower in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The subordination provisions of the Senior Subordinated Notes and contained in the Senior each Seller Subordinated Note Indenture are and the Aegis Notes set forth therein will be enforceable against the holders of the Senior Subordinated Notes holder thereof by the holder of any "Senior Debt (Indebtedness", or similar term referring to the Obligations, as applicable) applicable in each such Seller Subordinated Note, the Senior 1998 Subordinated Note IndentureDebt and IQI Note, which has not effectively waived the benefits thereof. All monetary Obligations, including those to pay principal of and interest (including post-petition interest, whether or not permitted as a claim) on the Loans and Reimbursement Obligations, and fees and expenses in connection therewith, constitute "Senior Debt (Indebtedness", or similar term referring to the Obligations, as applicable) in each such Seller Subordinated Note, the Senior 1998 Subordinated Note IndentureDebt and IQI Note, and all such Obligations are entitled to the benefits of the subordination created by such Seller Subordinated Note, the Senior 1998 Subordinated Note IndentureDebt and IQI Note. WWI The Borrower acknowledges that the Administrative Agent each Agent, each Lender and each Lender Issuer is entering into this Agreement, and is extending its Commitments, in reliance upon the subordination provisions of (or to be contained in) the Senior Seller Subordinated Note IndentureNotes, the Senior 1998 Subordinated Debt and the Aegis Notes and this Section.