Common use of SENIORITY Clause in Contracts

SENIORITY. As of the Closing Date, no Indebtedness or other claim against the Company is senior to the Note in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, no Indebtedness or other claim against the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, no Indebtedness or other claim against the Company is senior to the Note Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, no Indebtedness or other claim against indebtedness of the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, no Indebtedness indebtedness or other claim against equity of the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, except as set forth on Schedule 3.1(ff), no Indebtedness or other claim against the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Datedate of this Agreement, no Indebtedness or other claim against indebtedness of the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, no Indebtedness or other claim against the Company is senior to the Note Preferred Stock in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing applicable Representation Date, no Indebtedness or other claim against the Company is senior to the Note Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing DateExcept as set forth on Schedule 2.26 hereto, no Indebtedness indebtedness or other claim against the Company is senior to the Note Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Datedate hereof, no Indebtedness indebtedness or other claim against the Company is senior to the this Note in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, no No Indebtedness or other claim against the Company is senior to the Note Loan Agreement in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing DateDate and except as disclosed elsewhere, no Indebtedness indebtedness or other claim against equity of the Company is senior to, pari passu with, or subordinated to the Note Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, with the sole exception of other obligations of the Company currently in favor of the Purchaser, no Indebtedness or other claim against the Company is senior to the Note in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which indebtedness is senior only as to underlying assets covered thereby) and capital lease obligations (which is obligations are senior only as to the property covered thereby).

SENIORITY. As Except as set forth on Schedule 3.1(ff), as of the Closing Date, no Indebtedness or other claim against the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As Except as set forth in the SEC Reports, as of the Closing Date, no Indebtedness or other claim against the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, (i) all Indebtedness is subordinated to the Notes, and (ii) no Indebtedness or other claim against the Company is senior to or pari passu with the Note Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As Except as set forth on Schedule 3.1(x), as of the each Closing Date, no Indebtedness indebtedness or other claim against the Company is senior to the Note Convertibles Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing applicable Representation Date, no Indebtedness or other claim against the Company is senior to the Note Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby)except for Permitted Indebtedness.

SENIORITY. As of the Closing Date, no Indebtedness indebtedness or other claim against equity of the Company is senior to to, or pari passu with, the Note in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, no Indebtedness or other claim against the Company is will be senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As Except as set forth on Schedule 3.1(ee) and in the SEC Reports, as of the Closing Date, no Indebtedness or other claim against the Company is senior to the Note Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, no Indebtedness indebtedness or other claim against equity of the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and ), capital lease obligations (which is senior only as to the property covered thereby)) and the Opus Loan.

SENIORITY. As of the Closing Date, no Indebtedness or other claim against the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, no Indebtedness or other claim against the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and ), capital lease obligations (which is senior only as to the property covered thereby)) and obligations to the Company’s employees under applicable statutory payroll requirements.

SENIORITY. As of the Closing DateExcept as set forth on Schedule 3.1(ff), no Indebtedness or other claim against the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the each Closing Date, no Indebtedness or other claim against indebtedness of the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As Except as set forth on Schedule 3.1(ee), as of the Closing Date, no Indebtedness or other claim against the Company is senior to the Note Debenture in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As Except as disclosed in the Debenture of even date --------- herewith, as of the Closing Datedate of this Agreement, no Indebtedness or other claim against indebtedness of the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As Except as set forth on Schedule 3.1(ff) and in the SEC Reports, as of the Closing Date, no Indebtedness or other claim against the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, no Indebtedness indebtedness, equity or other claim against security of the Company is senior to to, or pari passu with, the Note Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as in favor of the Purchasers pursuant to the property covered thereby)Notes.

SENIORITY. As of the Closing Date, no Indebtedness indebtedness or other claim against equity of the Company Company, other than the Loans set forth in this Agreement, is senior to to, or pari passu with, the Note Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).. (dd)

SENIORITY. As of the Closing Date, no Indebtedness or other claim against the Company is senior to the Note Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As Except for the Senior Debt, as of the Closing Date, no Indebtedness or other claim against the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby), or as otherwise set forth on Schedule 3.1(ff).

SENIORITY. As of the Closing Date, no Indebtedness (as defined in the Notes) or other claim against equity of the Company is senior to the Note Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. Except as described in Schedule 3.1(gg), As of the Closing Date, no Indebtedness or other claim against indebtedness of the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, no Indebtedness indebtedness or other claim against equity of the Company is senior to or pari passu with, the Note Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, except as set forth on Schedule 3(gg), no Indebtedness or other claim against the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than than, in each case, to the extent permitted by the Debenture, indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing applicable Representation Date, no Indebtedness or other claim against the Company is senior to the Note in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As Except as set forth on Schedule 3.1(cc), as of the Closing Date, no Indebtedness or other claim against the Company is senior to to, or pari passu with, the Note Subordinated Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, except as disclosed on Schedule 3.1(pp) no Indebtedness or other claim against the Company company is senior to the Note Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, no Indebtedness or other claim against the Company is senior to the Note Notes in the right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As Except as disclosed on Schedule 3.1(ff), as of the Closing Date, no Indebtedness or other claim against the Company is senior to the Note Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, no Indebtedness or other claim against the Company is senior or pari passu to the Note Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than the indebtedness secured by purchase money security interests in specific assets disclosed in Disclosure Schedule 2.15 (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As Except for the Senior Debt, or as otherwise set forth on Schedule 3.1(ff), as of the Closing Date, no Indebtedness or other claim against the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As Except as set forth on Schedule 5.29, as of the Closing Date, no Indebtedness or other claim against the Company is senior to the Convertible Note in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing DateExcept as set forth on Schedule 3.1(ee), no Indebtedness or other claim against the Company is senior to the Note Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the each Closing Date, no Indebtedness or other claim against the Company is senior to the Note Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing DateDate and assuming the distribution of proceeds to creditors of the Company, except as set forth on Schedule 3.1(dd), no Indebtedness or other claim against the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, no Indebtedness indebtedness or other claim against the Company is senior to the Note in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As Upon payment in full of the Closing DateSt. Xxxxxx Note, no Indebtedness other indebtedness or other claim against the Company is senior to the Note in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, other than the Permitted Indebtedness and Permitted Liens that ranks senior to the Note and is set forth on Schedule 3.1(v), no Indebtedness or other claim against the Company is senior to the Note in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, Date no Indebtedness indebtedness or other claim against the Company is senior to the Note Debenture in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, after giving effect to the Restructuring, no Indebtedness indebtedness, equity or other claim against security of the Company is senior to to, or pari passu with, the Note Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as in favor of the Purchasers pursuant to the property covered thereby)Notes.

SENIORITY. As of the Closing Date, no Indebtedness indebtedness or other claim against the Company is senior to the Note Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than the 2.5% Senior Secured Promissory Notes issued by the Company as of May 13, 2010, as amended to date, the 6% Senior Secured Convertible Notes issued by the Company as of February 12, 2014, indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, except for the Senior Debt (as defined in the Debenture) no Indebtedness or other claim against the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, except with respect to the Bridge Notes, no Indebtedness or other claim against the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, with the sole exception of other obligations of the Company currently in favor of the Purchaser, no Indebtedness or other claim against the Company is senior to the Note Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which indebtedness is senior only as to underlying assets covered thereby) and capital lease obligations (which is obligations are senior only as to the property covered thereby).

SENIORITY. As of the each Closing Date, no Indebtedness indebtedness or other claim against equity of the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, except as set forth in the Intercreditor Agreement or as otherwise set forth on Schedule 3.1(gg), no Indebtedness or other claim against the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, and other than the Existing Debentures, no Indebtedness or other claim against the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date and each Draw-Down Date, no Indebtedness or other claim against the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, no Indebtedness or other claim against indebtedness of the Company or any Subsidiary is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, no Indebtedness indebtedness or other claim against equity of the Company is senior to the Note Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured evidenced by the Company’s outstanding 8% convertible debentures due February and March 2008 (collectively, the “Debentures”), purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, except with respect to the Earlier Debentures (which rank pari passu with the Notes), no Indebtedness or other claim against the Company is senior to the Note Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, no Indebtedness indebtedness or other claim against equity of the Company is senior to to, or pari passu with, the Note Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness in favor of the Purchasers pursuant to the Notes, indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As Except as disclosed in Schedule 3.1(ff), as of the Closing Date, no Indebtedness or other claim against the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of Except as defined as the Closing DatePermitted Indebtedness, no Indebtedness or other claim against the Company is senior to the Note Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, no Indebtedness or other claim against the Company Purchaser is senior to the Note in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby)therebyand the Company will be a first priority Lien on the Level 5 Shares. The Purchaser has good and marketable title to the Level 5 Shares free and clear of all Liens.

SENIORITY. As of the Closing Date, no Indebtedness indebtedness or other claim against the Company is senior to the Note Debenture or any Additional Debenture in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the each Closing Date, except as set forth on Schedule 3.l(ll). no Indebtedness or other claim against the Company is senior to the Note Preferred Shares in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing DateClosing, no Indebtedness indebtedness or other claim against the Company is senior to the Note Exchanged Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, no Indebtedness or other claim against the Company is senior to the Debentures or the Subsidiary Note in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, no Indebtedness indebtedness or other claim against the Company is senior to the Note Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, no Indebtedness indebtedness or other claim against equity of the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and ), capital lease obligations (which is senior only as to the property covered thereby), and as disclosed in the SEC Reports.

SENIORITY. As of the each Closing Date, no Indebtedness or other claim against the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, no Indebtedness or other claim against the Company is senior to to, or pari passu with, the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, (i) all Indebtedness, is subordinated to the Note and (ii) no Indebtedness or other claim against the Company is senior to or pari passu with the Note in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, no Indebtedness indebtedness or other claim against equity of the Company is senior to, pari passu with, or subordinated to the Note Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the Closing Date, no Indebtedness indebtedness or other claim against the Company is senior to the Note Debenture in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As Except for the August Debenture, as of the Closing Date, no Indebtedness or other claim against the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

SENIORITY. As of the applicable Closing Date, and other than the Existing Debentures, no Indebtedness or other claim against the Company is senior to the Note Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).