Common use of Subordination of Liabilities Clause in Contracts

Subordination of Liabilities. [Name of Payor] (the “Payor”), for itself, its successors and assigns, covenants and agrees, and each holder of the [note evidencing intercompany loans and advances permitted pursuant to Section 8.05(d) of the Credit Agreement (as defined below)](1) to which this Annex is attached (the “Intercompany Note”) by its acceptance thereof likewise covenants and agrees, that the payment of the principal of, interest on, and all other amounts owing in respect of, the Intercompany Note (the “Subordinated Indebtedness”) is hereby expressly subordinated, to the extent and in the manner set forth below, to the prior payment in full in cash of all Senior Indebtedness (as defined in Section 1.07 of this Annex ). The provisions of this Annex shall constitute a continuing offer to all persons or other entities who, in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness, and such holders are made obligees hereunder the same as if their names were written herein as such, and they and/or each of them may proceed to enforce such provisions.

Subordination of Liabilities. [Name of Payor] (the “PayorObligor”), for itself, and its successors and assigns, covenants and agrees, and each holder of the [note evidencing intercompany loans and advances permitted pursuant to Section 8.05(d) of the Credit Agreement (as defined below)](1) to which this Annex is attached (the “Intercompany Note”) by its acceptance thereof likewise covenants and agrees, that the payment of the principal of, interest on, and all other amounts owing in respect of, the Intercompany Note [__________] (the “Subordinated Indebtedness”) is hereby expressly subordinated, subordinated to the extent and in the manner hereinafter set forth belowforth, to the prior payment in full in cash cash, of all Senior Indebtedness (as defined in Section 1.07 of this Annex below). The provisions of this Annex These Subordination Provisions shall constitute a continuing offer to all persons or other entities who, in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the holders of Senior Indebtedness, and such holders are hereby made obligees hereunder the same as if their names were written herein as such, and they and/or each of them may proceed to enforce such provisions.

Subordination of Liabilities. [Name of Payor] (the “Payor”)Each Issuer, for itself, and its successors and assigns, covenants and agrees, and each holder Holder of the [note evidencing intercompany loans and advances permitted pursuant to Section 8.05(d) of the Credit Agreement (as defined below)](1) Note to which this Annex A is attached (the “Intercompany Note”) by its acceptance thereof likewise covenants and agrees, that the payment of the principal of, interest on, and all other amounts owing in respect of, the Intercompany Note (the “Subordinated Indebtedness”) is hereby expressly subordinated, to the extent and in the manner hereinafter set forth belowforth, to the prior payment in full in cash of all Senior Indebtedness (as defined in Section 1.07 of this Annex A) other than contingent indemnification, expense reimbursement obligations and tax gross-up or yield protection obligations which, in each case, survive the termination of the Senior Indebtedness and in respect of which no claim has been made (“Payment in Full”). The provisions of this Annex A shall constitute a continuing offer to all persons or other entities who, in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the holders of Senior Indebtedness, and such holders are hereby made obligees hereunder the same as if their names were written herein as such, and they and/or each of them may proceed to enforce such provisions.

Subordination of Liabilities. [Name of Each entity that is a “Payor] ” under the promissory note (the “Note”) to which this Annex A is attached (each, a “Payor”), for itself, its successors and assigns, covenants and agrees, and each holder of “Payee” under the [note evidencing intercompany loans and advances permitted pursuant to Section 8.05(d) of the Credit Agreement Note (as defined below)](1) to which this Annex is attached (the each, a “Intercompany NotePayee”) by its acceptance thereof likewise covenants and agrees, that the payment of the principal of, and interest on, and all other amounts owing in respect of, the Intercompany Note (the “Subordinated Indebtedness”) is hereby expressly subordinated, to the extent and in the manner hereinafter set forth belowforth, to the prior payment in full in cash of all Senior Indebtedness (as defined in Section 1.07 of this Annex A). The provisions of this Annex A shall constitute a continuing offer to all persons or other entities who, in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the holders of Senior Indebtedness, and such holders are hereby made obligees hereunder the same as if their names were written herein as such, and they and/or each of them may proceed to enforce such provisions.

Subordination of Liabilities. [Name Each Credit Party from time to time party (as defined in Section 1.07 of Payor] this Annex A) to the Note (the as defined below) (each, a “Payor”), for itself, its successors and assigns, covenants and agrees, and each holder of the [promissory note evidencing intercompany loans and advances permitted pursuant to Section 8.05(d) of the Credit Agreement (as defined below)](1) to which this Annex A is attached (the “Intercompany Note”) by its acceptance thereof likewise covenants and agrees, that the payment of the principal of, and interest on, and all other amounts owing in respect of, the Intercompany Note (the “Subordinated Indebtedness”) is hereby expressly subordinated, to the extent and in the manner hereinafter set forth belowforth, to the prior payment in full in cash of all Senior Indebtedness (as defined in Section 1.07 of this Annex A). The provisions of this Annex A shall constitute a continuing offer to all persons or other entities Persons (as defined in Section 1.07 of this Annex A) who, in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the holders of Senior Indebtedness, and such holders are hereby made obligees hereunder the same as if their names were written herein as such, and they and/or each of them may proceed to enforce such provisions.

Subordination of Liabilities. [Name of Payor] Shuffle Master, Inc. and its Subsidiary Guarantors (as defined in the Credit Agreement as defined herein) (collectively, the “PayorCompany”), for itself, and its successors and assigns, covenants and agrees, and each holder of the [note evidencing intercompany loans and advances permitted pursuant to Section 8.05(d) of the Credit Agreement (as defined below)](1) Note to which this Annex A is attached (the “Intercompany Note”) by its acceptance thereof likewise covenants and agrees, that the payment of the principal of, interest on, and all other amounts owing in respect of, the Intercompany Note (the “Subordinated Indebtedness”) is hereby expressly subordinated, to the extent and in the manner hereinafter set forth belowforth, to the prior payment in full in cash of all Senior Indebtedness (as defined in Section 1.07 of this Annex A). The provisions of this Annex A shall constitute a continuing offer to all persons or other entities who, in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the holders of Senior Indebtedness, and such holders are hereby made obligees hereunder the same as if their names were written herein as such, and they and/or each of them may proceed to enforce such provisions.

Subordination of Liabilities. [Name of Payor] Each Person set forth on Schedule A to the promissory note (the “Note”) to which this Annex A is attached in its capacity as a payor (each such party a “Payor”), for itself, its successors and assigns, covenants and agrees, and each holder of the [note evidencing intercompany loans and advances permitted pursuant to Section 8.05(d) of the Credit Agreement Note (as defined below)](1) to which this Annex is attached (the a “Intercompany NotePayee”) by its acceptance thereof likewise covenants and agrees, that the payment of the principal of, and interest on, and all other amounts owing in respect of, the Intercompany Note (the “Subordinated Indebtedness”) is hereby expressly subordinated, to the extent and in the manner hereinafter set forth belowforth, to the prior payment in full in cash of all Senior Indebtedness (as defined in Section 1.07 of this Annex A). The provisions of this Annex A shall constitute a continuing offer to all persons or other entities who, in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the holders of Senior Indebtedness, and such holders are hereby made obligees hereunder the same as if their names were written herein as such, and they and/or each of them may proceed to enforce such provisions.