Common use of SUBORDINATION OF SUBSIDIARY GUARANTEES Clause in Contracts

SUBORDINATION OF SUBSIDIARY GUARANTEES. Each Guarantor's Obligations under its Subsidiary Guarantee shall be junior and subordinated in right of payment to any Guarantor Senior Indebtedness of such Guarantor in the same manner and to the same extent as the Notes are subordinated to Senior Indebtedness of the Company pursuant to Article Ten and the provisions of Article Ten and any terms defined therein or incorporated by reference into such defined terms will apply to the Subsidiary Guarantee as if references in Article Ten to the "Note(s)", the "Company", "Senior Indebtedness", "Designated Senior Indebtedness" and "this Article Ten" are references to such "Subsidiary Guarantee", such "Guarantor", such Guarantor's "Guarantor Senior Indebtedness", such Guarantor's "Guarantor Designated Senior Indebtedness" and "Article Ten as read to apply to each Guarantor's Subsidiary Guarantee pursuant to this Section 11.2", respectively, except that reference in Section 10.5 to "the obligation of the Company, which is absolute and unconditional, to pay to the Holders the Principal of, premium, if any, and interest on the Notes as and when the same shall become due and payable in accordance with their terms", or any words of similar meaning, are references to "such Guarantor's Obligations under its Subsidiary Guarantee". Any notice of a default or event of default given to the Trustee in respect of Designated Senior Indebtedness pursuant to Section 10.2(b) shall be deemed to be a notice a default or event of default given to the Trustee in respect of such Guarantor's Guarantor Designated Senior Indebtedness and any notice of a default or event of default given to the Trustee in respect of such Guarantor's Guarantor Designated Senior Indebtedness pursuant to this Section 11.2 shall be deemed to be a notice of a default or event of default given to the Trustee in respect of Designated Senior Indebtedness. In the event of a conflict between the provisions of Section 10.2(b) and the provisions of Section 10.2(b) as read to apply to the Guarantor's Subsidiary Guarantee pursuant to this Section 11.2, the provisions of Section 10.2(b) shall apply and govern this Indenture.

SUBORDINATION OF SUBSIDIARY GUARANTEES. Each Guarantor's Obligations The obligations of each Guarantor under its Subsidiary Guarantee shall be junior and pursuant to this Article Fourteen is subordinated in right of payment to any Guarantor the prior payment in full in cash of all Senior Indebtedness of such Guarantor in on the same manner and to the same extent basis as the Notes Securities are subordinated to Senior Indebtedness of the Company pursuant to Article Ten Company. For the purposes of the foregoing sentence, the Trustee and the provisions Holders shall have the right to receive and/or retain payments by any of Article Ten and any terms defined therein or incorporated by reference into the Guarantors only at such defined terms will apply to the Subsidiary Guarantee times as if references they may receive and/or retain payments in Article Ten to the "Note(s)", the "Company", "Senior Indebtedness", "Designated Senior Indebtedness" and "this Article Ten" are references to such "Subsidiary Guarantee", such "Guarantor", such Guarantor's "Guarantor Senior Indebtedness", such Guarantor's "Guarantor Designated Senior Indebtedness" and "Article Ten as read to apply to each Guarantor's Subsidiary Guarantee respect of Securities pursuant to this Indenture, including Article Thirteen hereof. In the event that the Trustee receives any Guarantor payment at a time when the Trustee has received notice in accordance with Section 11.2"1310, respectivelysuch Guarantor payment shall be held by the Trustee in trust for the benefit of, except that reference in Section 10.5 to "and shall be paid forthwith over and delivered, upon written request, to, the obligation holders of the CompanySenior Indebtedness of such Guarantor remaining unpaid or unprovided for, which is absolute and unconditionalfor application to the payment of all obligations with respect to Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay to the Holders the Principal of, premium, if any, and interest on the Notes as and when the same shall become due and payable such Senior Indebtedness of such Guarantor in full in accordance with their terms", after giving effect to any concurrent payment or any words distribution to or for the holders of similar meaning, are references to "such Guarantor's Obligations under its Subsidiary Guarantee". Any notice of a default or event of default given to the Trustee in respect of Designated Senior Indebtedness pursuant to Section 10.2(b) shall be deemed to be a notice a default or event of default given to the Trustee in respect of such Guarantor's Guarantor Designated Senior Indebtedness and any notice of a default or event of default given to the Trustee in respect of such Guarantor's Guarantor Designated Senior Indebtedness pursuant to this Section 11.2 shall be deemed to be a notice of a default or event of default given to the Trustee in respect of Designated Senior Indebtedness. In the event that a Holder receives any Guarantor payment at a time when such payment is prohibited by the second preceding sentence, such Guarantor payment shall be forthwith paid over and delivered to the holders of the Senior Indebtedness of such Guarantor remaining unpaid or unprovided for, for application to the payment of all obligations with respect to Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay such Senior Indebtedness in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness of such Guarantor. Each Holder of a conflict between Security by its acceptance thereof (a) agrees to and shall be bound by the provisions of Section 10.2(b) and the provisions of Section 10.2(b) as read to apply to the Guarantor's Subsidiary Guarantee pursuant to this Section 11.21408, (b) authorizes and directs the provisions of Section 10.2(bTrustee on the Holder’s behalf to take such action as may be necessary and appropriate to effectuate the subordination so provided, and (c) shall apply appoints the Trustee as the Holder’s attorney-in-fact for any and govern this Indentureall such purposes.

SUBORDINATION OF SUBSIDIARY GUARANTEES. Each Guarantor's Obligations The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee shall be junior and pursuant to this Article 10 is subordinated in right of payment to any Guarantor the prior payment in full in cash of all Senior Indebtedness Debt of such Subsidiary Guarantor in on the same manner and to the same extent basis as the Notes are subordinated to Senior Indebtedness Debt of the Company pursuant to Article Ten Company. For the purposes of the foregoing sentence, the Trustee and the provisions Holders shall have the right to receive and/or retain payments by any of Article Ten and any terms defined therein or incorporated by reference into such defined terms will apply to the Subsidiary Guarantee Guarantors only at such times as if references they may receive and/or retain payments in Article Ten to the "Note(s)", the "Company", "Senior Indebtedness", "Designated Senior Indebtedness" and "this Article Ten" are references to such "Subsidiary Guarantee", such "Guarantor", such Guarantor's "Guarantor Senior Indebtedness", such Guarantor's "Guarantor Designated Senior Indebtedness" and "Article Ten as read to apply to each Guarantor's Subsidiary Guarantee respect of Notes pursuant to this Section 11.2"Indenture, respectively, except that reference in Section 10.5 to "the obligation of the Company, which is absolute and unconditional, to pay to the Holders the Principal of, premium, if any, and interest on the Notes as and when the same shall become due and payable in accordance with their terms", or any words of similar meaning, are references to "such Guarantor's Obligations under its Subsidiary Guarantee". Any notice of a default or event of default given to the Trustee in respect of Designated Senior Indebtedness pursuant to Section 10.2(b) shall be deemed to be a notice a default or event of default given to the Trustee in respect of such Guarantor's Guarantor Designated Senior Indebtedness and any notice of a default or event of default given to the Trustee in respect of such Guarantor's Guarantor Designated Senior Indebtedness pursuant to this Section 11.2 shall be deemed to be a notice of a default or event of default given to the Trustee in respect of Designated Senior Indebtednessincluding Article 11 hereof. In the event that the Trustee receives any Subsidiary Guarantor payment at a time when the Trustee has actual knowledge that such payment is prohibited by the foregoing sentence, such Subsidiary Guarantor payment shall be paid over and delivered to the holders of the Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay in full all such Senior Debt. In the event that a Holder receives any Subsidiary Guarantor payment at a time when such payment is prohibited by the foregoing sentence, such Subsidiary Guarantor payment shall be paid over and delivered to the holders of the Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay in full all such Senior Debt. Each Holder of a conflict between Note by its acceptance thereof (a) agrees to and shall be bound by the provisions of Section 10.2(b) and the provisions of Section 10.2(b) as read to apply to the Guarantor's Subsidiary Guarantee pursuant to this Section 11.210.08, (b) authorizes and directs the provisions of Section 10.2(bTrustee on the Holder's behalf to take such action as may be necessary and appropriate to effectuate the subordination so provided, and (c) shall apply appoints the Trustee as the Holder's attorney-in-fact for any and govern this Indentureall such purposes.

SUBORDINATION OF SUBSIDIARY GUARANTEES. Each Guarantor's Obligations The obligations of each Guarantor under its Subsidiary Guarantee shall be junior and pursuant to this Article Fourteen is subordinated in right of payment to any Guarantor the prior payment in full in cash of all Senior Indebtedness of such Guarantor in on the same manner and to the same extent basis as the Notes are subordinated to Senior Indebtedness of the Company pursuant to Article Ten Company. For the purposes of the foregoing sentence, the Trustee and the provisions Holders shall have the right to receive and/or retain payments by any of Article Ten and any terms defined therein or incorporated by reference into the Guarantors only at such defined terms will apply to the Subsidiary Guarantee times as if references they may receive and/or retain payments in Article Ten to the "Note(s)", the "Company", "Senior Indebtedness", "Designated Senior Indebtedness" and "this Article Ten" are references to such "Subsidiary Guarantee", such "Guarantor", such Guarantor's "Guarantor Senior Indebtedness", such Guarantor's "Guarantor Designated Senior Indebtedness" and "Article Ten as read to apply to each Guarantor's Subsidiary Guarantee respect of Notes pursuant to this Indenture, including Article Thirteen hereof. In the event that the Trustee receives any Guarantor payment at a time when the Trustee has received notice in accordance with Section 11.2"1310, respectivelysuch Guarantor payment shall be held by the Trustee in trust for the benefit of, except that reference in Section 10.5 to "and shall be paid forthwith over and delivered, upon written request, to, the obligation holders of the CompanySenior Indebtedness of such Guarantor remaining unpaid or unprovided for, which is absolute and unconditionalfor application to the payment of all obligations with respect to Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay to the Holders the Principal of, premium, if any, and interest on the Notes as and when the same shall become due and payable such Senior Indebtedness of such Guarantor in full in accordance with their terms", after giving effect to any concurrent payment or any words distribution to or for the holders of similar meaning, are references to "such Guarantor's Obligations under its Subsidiary Guarantee". Any notice of a default or event of default given to the Trustee in respect of Designated Senior Indebtedness pursuant to Section 10.2(b) shall be deemed to be a notice a default or event of default given to the Trustee in respect of such Guarantor's Guarantor Designated Senior Indebtedness and any notice of a default or event of default given to the Trustee in respect of such Guarantor's Guarantor Designated Senior Indebtedness pursuant to this Section 11.2 shall be deemed to be a notice of a default or event of default given to the Trustee in respect of Designated Senior Indebtedness. In the event that a Holder receives any Guarantor payment at a time when such payment is prohibited by the second preceding sentence, such Guarantor payment shall be forthwith paid over and delivered to the holders of the Senior Indebtedness of such Guarantor remaining unpaid or unprovided for, for application to the payment of all obligations with respect to Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay such Senior Indebtedness in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness of such Guarantor. Each Holder of a conflict between Note by its acceptance thereof (a) agrees to and shall be bound by the provisions of Section 10.2(b) and the provisions of Section 10.2(b) as read to apply to the Guarantor's Subsidiary Guarantee pursuant to this Section 11.21408, (b) authorizes and directs the provisions of Section 10.2(bTrustee on the Holder's behalf to take such action as may be necessary and appropriate to effectuate the subordination so provided, and (c) shall apply appoints the Trustee as the Holder's attorney-in-fact for any and govern this Indentureall such purposes.

SUBORDINATION OF SUBSIDIARY GUARANTEES. Each Guarantor's Obligations The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee shall be junior and pursuant to this Article 10 is subordinated in right of payment to any Guarantor the prior payment in full in cash of all Senior Indebtedness of such Subsidiary Guarantor in on the same manner and to the same extent basis as the Notes are subordinated to Senior Indebtedness of the Company pursuant to Article Ten Company. For the purposes of the foregoing sentence, the Trustee and the provisions Holders shall have the right to receive and/or retain payments by any of Article Ten and any terms defined therein or incorporated by reference into such defined terms will apply to the Subsidiary Guarantee Guarantors only at such times as if references they may receive and/or retain payments in Article Ten to the "Note(s)", the "Company", "Senior Indebtedness", "Designated Senior Indebtedness" and "this Article Ten" are references to such "Subsidiary Guarantee", such "Guarantor", such Guarantor's "Guarantor Senior Indebtedness", such Guarantor's "Guarantor Designated Senior Indebtedness" and "Article Ten as read to apply to each Guarantor's Subsidiary Guarantee respect of Notes pursuant to this Section 11.2"Indenture, respectivelyincluding Article 11 hereof. In the event that the Trustee receives any Subsidiary Guarantor payment at a time when the Trustee has actual knowledge that such payment is prohibited by the foregoing sentence, except that reference in Section 10.5 such Subsidiary Guarantor payment shall be paid over and delivered to "the obligation holders of the Company, which is absolute and unconditionalSenior Indebtedness of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay to the Holders the Principal of, premium, if any, and interest on the Notes as and when the same shall become due and payable in accordance with their terms", or any words of similar meaning, are references to "full all such Guarantor's Obligations under its Subsidiary Guarantee". Any notice of a default or event of default given to the Trustee in respect of Designated Senior Indebtedness pursuant to Section 10.2(b) shall be deemed to be a notice a default or event of default given to the Trustee in respect of such Guarantor's Guarantor Designated Senior Indebtedness and any notice of a default or event of default given to the Trustee in respect of such Guarantor's Guarantor Designated Senior Indebtedness pursuant to this Section 11.2 shall be deemed to be a notice of a default or event of default given to the Trustee in respect of Designated Senior Indebtedness. In the event that a Holder receives any Subsidiary Guarantor payment at a time when such payment is prohibited by the foregoing sentence, such Subsidiary Guarantor payment shall be paid over and delivered to the holders of the Senior Indebtedness of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay in full all such Senior Indebtedness. Each Holder of a conflict between Note by its acceptance thereof (a) agrees to and shall be bound by the provisions of Section 10.2(b) and the provisions of Section 10.2(b) as read to apply to the Guarantor's Subsidiary Guarantee pursuant to this Section 11.210.07, (b) authorizes and directs the provisions of Section 10.2(bTrustee on the Holder's behalf to take such action as may be necessary and appropriate to effectuate the subordination so provided, and (c) shall apply appoints the Trustee as the Holder's attorney-in-fact for any and govern this Indentureall such purposes.

SUBORDINATION OF SUBSIDIARY GUARANTEES. Each Guarantor's Obligations The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee shall be junior and pursuant to this Article 10 is subordinated in right of payment to any Guarantor the prior payment in full in cash or Cash Equivalents of all Senior Indebtedness of such the Subsidiary Guarantor in on the same manner and to the same extent basis as the Notes are subordinated to Senior Indebtedness of the Company pursuant to Article Ten Company. For the purposes of the foregoing sentence, the Trustee and the provisions Holders of Article Ten and Notes shall have the right to receive and/or retain payments by any terms defined therein or incorporated by reference into such defined terms will apply to of the Subsidiary Guarantee Guarantors only at such times as if references they may receive and/or retain payments in Article Ten to respect of the "Note(s)", the "Company", "Senior Indebtedness", "Designated Senior Indebtedness" and "this Article Ten" are references to such "Subsidiary Guarantee", such "Guarantor", such Guarantor's "Guarantor Senior Indebtedness", such Guarantor's "Guarantor Designated Senior Indebtedness" and "Article Ten as read to apply to each Guarantor's Subsidiary Guarantee Notes pursuant to this Section 11.2"Indenture, respectively, except that reference in Section 10.5 to "the obligation of the Company, which is absolute and unconditional, to pay to the Holders the Principal of, premium, if any, and interest on the Notes as and when the same shall become due and payable in accordance with their terms", or any words of similar meaning, are references to "such Guarantor's Obligations under its Subsidiary Guarantee". Any notice of a default or event of default given to the Trustee in respect of Designated Senior Indebtedness pursuant to Section 10.2(b) shall be deemed to be a notice a default or event of default given to the Trustee in respect of such Guarantor's Guarantor Designated Senior Indebtedness and any notice of a default or event of default given to the Trustee in respect of such Guarantor's Guarantor Designated Senior Indebtedness pursuant to this Section 11.2 shall be deemed to be a notice of a default or event of default given to the Trustee in respect of Designated Senior Indebtednessincluding Article 11 hereof. In the event that the Trustee receives any Subsidiary Guarantor payment at a time when such payment is prohibited by the foregoing sentence, such Subsidiary Guarantor payment shall be paid over and delivered to the holders of the Senior Indebtedness of the Subsidiary Guarantor remaining unpaid, to the extent necessary to pay in full in cash or Cash Equivalents all such Senior Indebtedness of the Subsidiary Guarantor. In the event that a Holder of Notes receives any Subsidiary Guarantor payment at a time when such payment is prohibited by the foregoing sentence, the Subsidiary Guarantor payment shall be paid over and delivered to the holders of the Senior Indebtedness of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay in full in cash or Cash Equivalents all such Senior Indebtedness. Each Holder of a conflict between Note by its acceptance thereof (a) agrees to and shall be bound by the provisions of Section 10.2(b) and the provisions of Section 10.2(b) as read to apply to the Guarantor's Subsidiary Guarantee pursuant to this Section 11.210.08, (b) authorizes and directs the provisions of Section 10.2(bTrustee on the Holder's behalf to take such action as may be necessary and appropriate to effectuate the subordination so provided, and (c) shall apply appoints the Trustee as the Holder's attorney-in-fact for any and govern this Indentureall such purposes.

SUBORDINATION OF SUBSIDIARY GUARANTEES. Each Guarantor's Obligations The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee shall be junior and pursuant to this Article Thirteen is subordinated in right of payment to any Guarantor the prior payment in full in cash of all Senior Indebtedness of such Subsidiary Guarantor in on the same manner basis and to the same extent terms as the Notes are subordinated to Senior Indebtedness of the Company pursuant to Article Ten Company. For the purposes of the foregoing sentence, each and all of the provisions of Article Ten and any terms defined therein or incorporated by reference into such defined terms will Fourteen shall apply to each Subsidiary Guarantee with the same effect as they apply to the Notes and (without limiting the generality of the foregoing) (i) the Trustee and the Holders shall have the right to receive and/or retain payments by any of the Subsidiary Guarantee Guarantors only at such times as if references they may receive and/or retain payments in Article Ten to the "Note(s)", the "Company", "Senior Indebtedness", "Designated Senior Indebtedness" and "this Article Ten" are references to such "Subsidiary Guarantee", such "Guarantor", such Guarantor's "Guarantor Senior Indebtedness", such Guarantor's "Guarantor Designated Senior Indebtedness" and "Article Ten as read to apply to each Guarantor's Subsidiary Guarantee respect of Notes pursuant to this Section 11.2"Indenture, respectivelyincluding Article Fourteen hereof, except that reference in Section 10.5 to "the obligation of the Company, which is absolute (ii) payments and unconditional, to pay to the Holders the Principal of, premium, if any, and interest on the Notes as and when the same shall become due and payable in accordance with their terms", or any words of similar meaning, are references to "such Guarantor's Obligations under its Subsidiary Guarantee". Any notice of a default or event of default given to the Trustee distributions in respect of Designated the Subsidiary Guarantees shall be paid to the holders of Senior Indebtedness pursuant to Section 10.2(b) shall be deemed to be a notice a default or event of default given to on the Trustee same terms that payments and distributions in respect of the Notes are required to be paid to them, (iii) in the event that the Trustee receives any Subsidiary Guarantor payment at a time when the Trustee has actual knowledge that such Guarantor's Guarantor Designated Senior Indebtedness and any notice payment is Each Holder of a default or event of default given Note by its acceptance thereof (a) agrees to the Trustee in respect of such Guarantor's Guarantor Designated Senior Indebtedness pursuant to this Section 11.2 and shall be deemed to be a notice of a default or event of default given to the Trustee in respect of Designated Senior Indebtedness. In the event of a conflict between bound by the provisions of Section 10.2(b) and the provisions of Section 10.2(b) as read to apply to the Guarantor's Subsidiary Guarantee pursuant to this Section 11.21308, (b) authorizes and directs the provisions of Section 10.2(bTrustee on the Holder's behalf to take such action as may be necessary and appropriate to effectuate the subordination so provided, and (c) shall apply appoints the Trustee as the Holder's attorney-in-fact for any and govern this Indentureall such purposes.