Common use of Subordination of Guarantees Clause in Contracts

Subordination of Guarantees. The Obligations of each Guarantor under its Guarantee pursuant to this Article 12 will be junior and subordinated to the Senior Debt of such Guarantor on the same basis as the Securities are junior and subordinated to Senior Debt of the Company. For the purposes of the foregoing sentence, the Trustee and the Holders will have the right to receive and/or retain payments by any of the Guarantors only at such times as they may receive and/or retain payments in respect of the Securities pursuant to this Indenture, including Article 11 hereof. Each Holder of Securities, by accepting a Security or a Guarantee, acknowledges and agrees that the subordination provisions set forth in Article 11 are, and are intended to be, an inducement and consideration to each holder of Senior Debt, whether such Senior Debt was created or acquired before or after the issuance of the Securities or the Guarantees, to acquire and continue to hold, or to continue to hold, such Senior Debt, and such holder of Senior Debt shall be deemed conclusively to have relied on the subordination provisions set forth in this Article 12 in acquiring and continuing to hold, or in continuing to hold, such Senior Debt. The provisions of this Section 12.02, insofar as they relate to the subordination of the Guarantees to Senior Debt of the Company, may not be amended or modified without the written consent of the holders of all Senior Debt.

Subordination of Guarantees. The Each Guarantor agrees, and each Holder by accepting a Note and the Guarantees agrees, that the payment of all Obligations of each Guarantor under its Guarantee on the Notes pursuant to this Article 12 will be junior and the Guarantees is subordinated in right of payment, to the extent and in the manner provided in Article 10, to the prior payment of all Senior Debt of Indebtedness guaranteed by such Guarantor on the same basis as the Securities are junior and subordinated to Senior Debt of the Company. For the purposes of the foregoing sentence, the Trustee and the Holders will have subordination set forth herein is for the right to receive and/or retain payments benefit of and enforceable by any the holders of the Guarantors only at such times as they may receive and/or retain payments in respect of the Securities pursuant to this Indenture, including Article 11 hereofSenior Indebtedness. Each Holder of Securities, by accepting a Security Note authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Holders and the holders of Senior Indebtedness as provided in this Section 11.03 and appoints the Trustee as attorney-in-fact for any and all such purposes. Each Holder by accepting a Guarantee, Note acknowledges and agrees that the foregoing subordination provisions set forth in Article 11 areprovision is, and are is intended to be, an inducement and a consideration to each holder of any Senior DebtIndebtedness, whether such Senior Debt Indebtedness was created or acquired before or after the issuance of the Securities or the GuaranteesNotes, to acquire and continue to hold, or to continue to hold, such Senior Debt, Indebtedness and such holder of Senior Debt Indebtedness shall be deemed conclusively to have relied on the such subordination provisions set forth in this Article 12 in acquiring and continuing to hold, or in continuing to hold, such Senior DebtIndebtedness. The provisions No right of this Section 12.02, insofar as they relate any holder of Senior Indebtedness to enforce the subordination of the Guarantees Indebtedness evidenced by the Notes shall be impaired by any act or failure to Senior Debt act by the Company or Holdings by the failure of the Company, may not be amended or modified without the written consent of the holders of all Senior Debteither to comply with this Indenture.

Subordination of Guarantees. The Obligations obligations of each Guarantor under its Guarantee pursuant to this Article 12 will be junior and XI are subordinated in right of payment to the prior payment in full in cash of all Senior Debt of such Guarantor on the same basis as the Securities Notes are junior and subordinated to Senior Debt of the Company. For the purposes of the foregoing sentence, the Trustee and the Holders will shall have the right to receive and/or retain payments by any of the Guarantors only at such times as they may receive and/or retain payments in respect of the Securities Notes pursuant to this Indenture, including Article 11 XII hereof. In the event that the Trustee receives any Guarantor payment at a time when such payment is prohibited by the foregoing sentence, such Guarantor payment shall be held for the benefit of, and paid over and delivered to, the holders of the Senior Debt of such Guarantor remaining unpaid, to the extent necessary to pay in full all such Senior Debt. In the event that a Holder receives any Guarantor payment at a time when such payment is prohibited by the foregoing sentence, such Guarantor payment shall be held for the benefit of, and paid over and delivered to, the holders of the Senior Debt of such Guarantor remaining unpaid, to the extent necessary to pay in full all such Senior Debt. Each Holder of Securities, a Note by accepting a Security or a Guarantee, acknowledges its acceptance thereof (a) agrees to and agrees that the subordination provisions set forth in Article 11 are, and are intended to be, an inducement and consideration to each holder of Senior Debt, whether such Senior Debt was created or acquired before or after the issuance of the Securities or the Guarantees, to acquire and continue to hold, or to continue to hold, such Senior Debt, and such holder of Senior Debt shall be deemed conclusively to have relied on bound by the subordination provisions set forth in this Article 12 in acquiring and continuing to hold, or in continuing to hold, such Senior Debt. The provisions of this Section 12.0211.5, insofar (b) authorizes and directs the Trustee on the Holder's behalf to take such action as they relate may be necessary and appropriate to effectuate the subordination of so provided, and (c) appoints the Guarantees to Senior Debt of Trustee as the Company, may not be amended or modified without the written consent of the holders of Holder's attorney-in-fact for any and all Senior Debtsuch purposes.

Subordination of Guarantees. The Obligations obligations of each Guarantor under its Guarantee pursuant to this Article 12 will be junior and XI is subordinated in right of payment to the prior payment in full in cash of all Senior Debt of such 92 102 Guarantor on the same basis as the Securities Notes are junior and subordinated to Senior Debt of the Company. For the purposes of the foregoing sentence, the Trustee and the Holders will shall have the right to receive and/or retain payments by any of the Guarantors only at such times as they may receive and/or retain payments in respect of the Securities Notes pursuant to this Indenture, including Article 11 XII hereof. In the event that the Trustee or the Holders receive any Guarantor payment at a time when such payment is prohibited by the foregoing sentence, such Guarantor payment shall be held for the benefit of, and paid over and delivered to, the holders of the Senior Debt of such Guarantor remaining unpaid, to the extent necessary to pay in full all such Senior Debt. In the event that a Holder receives any Guarantor payment at a time when such payment is prohibited by the foregoing sentence, such Guarantor payment shall be held for the benefit of, and paid over and delivered to, the holders of the Senior Debt of such Guarantor remaining unpaid, to the extent necessary to pay in full all such Senior Debt. Each Holder of Securities, a Note by accepting a Security or a Guarantee, acknowledges its acceptance thereof (a) agrees to and agrees that the subordination provisions set forth in Article 11 are, and are intended to be, an inducement and consideration to each holder of Senior Debt, whether such Senior Debt was created or acquired before or after the issuance of the Securities or the Guarantees, to acquire and continue to hold, or to continue to hold, such Senior Debt, and such holder of Senior Debt shall be deemed conclusively to have relied on bound by the subordination provisions set forth in this Article 12 in acquiring and continuing to hold, or in continuing to hold, such Senior Debt. The provisions of this Section 12.0211.5, insofar (b) authorizes and directs the Trustee on the Holder's behalf to take such action as they relate may be necessary and appropriate to effectuate the subordination of so provided, and (c) appoints the Guarantees to Senior Debt of Trustee as the Company, may not be amended or modified without the written consent of the holders of Holder's attorney-in-fact for any and all Senior Debtsuch purposes.

Subordination of Guarantees. The Obligations obligations of each Guarantor under its Guarantee pursuant to this Article 12 will be junior and X is subordinated in right of payment to the prior payment in full in cash of all Senior Debt of such Guarantor on the same basis as the Securities Notes are junior and subordinated to Senior Debt of the Company. For the purposes of the foregoing sentence, the Trustee and the Holders will shall have the right to receive and/or retain payments by any of the Guarantors only at such times as they may receive and/or retain payments in respect of the Securities Notes pursuant to this Indenture, including Article 11 XI hereof. In the event that the Trustee receives any Guarantor payment at a time when an officer of the corporate trust administration of the Trustee has actual knowledge that such payment is prohibited by the foregoing sentence, such Guarantor payment shall be paid over and delivered to the holders of the Senior Debt of such Guarantor remaining unpaid, to the extent necessary to pay in full all such Senior Debt. In the event that a Holder receives any Guarantor payment at a time when such payment is prohibited by the foregoing sentence, such Guarantor payment shall be paid over and delivered to the holders of the Senior Debt of such Guarantor remaining unpaid, to the extent necessary to pay in full all such Senior Debt. Each Holder of Securities, a Note by accepting a Security or a Guarantee, acknowledges its acceptance thereof (a) agrees to and agrees that the subordination provisions set forth in Article 11 are, and are intended to be, an inducement and consideration to each holder of Senior Debt, whether such Senior Debt was created or acquired before or after the issuance of the Securities or the Guarantees, to acquire and continue to hold, or to continue to hold, such Senior Debt, and such holder of Senior Debt shall be deemed conclusively to have relied on bound by the subordination provisions set forth in this Article 12 in acquiring and continuing to hold, or in continuing to hold, such Senior Debt. The provisions of this Section 12.0210.7, insofar (b) authorizes and directs the Trustee on the Holder's behalf to take such action as they relate may be necessary and appropriate to effectuate the subordination of so provided, and (c) appoints the Guarantees to Senior Debt of Trustee as the Company, may not be amended or modified without the written consent of the holders of Holder's attorney-in-fact for any and all Senior Debtsuch purposes.

Subordination of Guarantees. The Obligations of each Guarantor under its Guarantee pursuant to this Article 12 will 11 shall be junior and subordinated in right of payment to the Senior Debt of such Guarantor on the same basis as the Securities are junior and subordinated to all Senior Debt of the CompanyParent or the Subsidiary Guarantor, as applicable, including the indebtedness under the New Credit Facility. The Subsidiary Guarantees will rank pari passu in right of payment with all current and future senior subordinated Indebtedness of the Guarantors, including the guarantees by the Subsidiary Guarantors of obligations under the 9 1/8% Senior Subordinated Notes and the Parent's obligations under the Parent Convertible Notes. For the purposes of the foregoing sentence, (a) each Guarantor may make, and the Trustee and the Holders will of the Notes shall have the right to receive and/or retain retain, payments by any of the Guarantors only at such times as they may receive and/or retain payments in respect of the Securities Notes pursuant to this Indenture, including Article 11 10 hereof, and (b) the rights and obligations of the relevant parties relative to the Guarantees and the Senior Debt shall be the same as their respective rights and obligations relative to the Notes and Senior Debt of the Issuer pursuant to Article 10. Each Holder of Securities, a Note by accepting a Security or a Guarantee, acknowledges its acceptance thereof (a) agrees to and agrees that the subordination provisions set forth in Article 11 are, and are intended to be, an inducement and consideration to each holder of Senior Debt, whether such Senior Debt was created or acquired before or after the issuance of the Securities or the Guarantees, to acquire and continue to hold, or to continue to hold, such Senior Debt, and such holder of Senior Debt shall be deemed conclusively to have relied on bound by the subordination provisions set forth in this Article 12 in acquiring and continuing to hold, or in continuing to hold, such Senior Debt. The provisions of this Section 12.0210.07, insofar (b) authorize and directs the Trustee on the Holder's behalf to take such action as they relate shall be necessary and appropriate to 100 108 effectuate the subordination of so provided, and (c) appoints the Guarantees to Senior Debt of Trustee as the Company, may not be amended or modified without the written consent of the holders of Holder's attorney-in-fact for any and all Senior Debtsuch purposes.