Subordination of the Notes. (a) Each of the Issuer and the Trustee (on behalf of the Noteholders) covenants and agrees, and each Noteholder, by its acceptance of a Note, covenants and agrees, that the Notes of each class shall be issued subject to the provisions of this Article X. Each Noteholder, by its acceptance of a Note, further agrees that all amounts payable on any Note shall, to the extent provided in Section 3.6 and in the manner set forth in this Article X, be subordinated in right of payment to the prior payment in full of all accrued and unpaid government taxes, filing fees and registration fees to any federal, state or local government entities (excluding in each case federal, state and local income taxes) owed by the Issuer (if any) and all Administrative Expenses payable to the Service Providers pursuant to this Indenture and the other Transaction Documents. Each Noteholder of a Subordinated Note, by its acceptance of a Subordinated Note, further agrees that all amounts payable on any Subordinated Note shall, to the extent provided in Section 3.6 and in the manner set forth in this Article X, be subordinated in right of payment to the payment in full of the Original Notes (and any Refinancing Notes in respect of the Original Notes). Any claim to payment so stated to be subordinated is referred to as a “Subordinated Claim”; each claim to payment to which another claim to payment is a Subordinated Claim is referred to as a “Senior Claim” with respect to such Subordinated Claim.
(b) If, prior to the payment in full of all Senior Claims then due and payable, the Trustee or any Noteholder of a Subordinated Claim shall have received any payment or distribution in respect of such Subordinated Claim in excess of the amount to which such Noteholder was then entitled under Section 3.6, then such payment or distribution shall be received and held in trust by such Person and paid over or delivered to the Trustee for application as provided in Section 3.6.
(c) If any Service Provider, the Equityholder, the Trustee or any Noteholder of any Senior Claim receives any payment in respect of any Senior Claim that is subsequently invalidated, declared preferential, set aside and/or required to be repaid to a trustee, receiver or other party, then, to the extent such payment is so invalidated, declared preferential, set aside and/or required to be repaid, such Senior Claim shall be revived and continue in full force and effect and shall be entitled to the benefits of this Article X, all as...
Subordination of the Notes. 25 17.1. Note Subordinate to Senior Debt ................................................................... 25 17.2. No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. ................................................................... 25 17.3. Payment Permitted If No Default................................................................... 27 17.4. Subrogation to Rights of Holders of Senior Debt ......................................... 27 17.5. Provisions Solely to Define Relative Rights ................................................. 27 17.6. No Waiver of Subordination Provisions ........................................................ 28 17.7.
Subordination of the Notes. Payment of principal of, premium on, if any, and interest, if any, on, the Notes is subordinated to the prior payment of Issuer Senior Debt on the terms provided in the Indenture.
Subordination of the Notes. 50 Section 10.1 Agreement to Subordinate.....................................................50 Section 10.2 Liquidation, Dissolution, Bankruptcy.........................................51 Section 10.3 Default on Senior Indebtedness of the Company................................51 Section 10.4 Acceleration of Payment of Notes.............................................52 Section 10.5 When Distribution Must Be Paid Over..........................................52 Section 10.6 Subrogation..................................................................53 Section 10.7
Subordination of the Notes. Except as may be provided in a Future Supplemental Indenture, with respect to the Notes and no other class or series of Securities issued pursuant to the Indenture, Article Twelve of the Base Indenture shall be replaced in its entirety with the following:
Subordination of the Notes. Section 10.1 Agreement to Subordinate 79 Section 10.2 Liquidation, Dissolution, Bankruptcy 80 Section 10.3 Default on Designated Senior Indebtedness of the Company 80 Section 10.4 Acceleration of Payment of Notes 81 Section 10.5 When Distribution Must Be Paid Over 81 Section 10.6 Subrogation 81
Subordination of the Notes. Section 10.1. Agreement to Subordinate................................... 73 Section 10.2. Liquidation, Dissolution, Bankruptcy....................... 74 Section 10.3. Default on Senior Indebtedness of the Issuers.............. 74 Section 10.4. Acceleration of Payment of Notes........................... 75 Section 10.5. When Distribution Must Be Paid Over........................ 75 Section 10.6. Subrogation................................................ 75 Section 10.7. Relative Rights............................................ 75 Section 10.8. Subordination May Not Be Impaired by Issuers............... 76 Section 10.9. Rights of Trustee and Paying Agent......................... 76 Section 10.10. Distribution or Notice to Representative................... 76 Section 10.11. Article X Not to Prevent Events of Default or Limit Right to Accelerate................................... 76 Section 10.12. Trust Moneys Not Subordinated.............................. 76 Section 10.13. Trustee Entitled to Rely................................... 77
Subordination of the Notes. SECTION 10.01.
Subordination of the Notes. Section 10.1. Agreement to Subordinate......................................... 82 Section 10.2. Liquidation, Dissolution, Bankruptcy ............................ 82 Section 10.3. Default on Designated Senior Indebtedness of the Company......... 82 Section 10.4. Acceleration of Payment of Notes ................................ 83 Section 10.5. When Distribution Must Be Paid Over ............................. 83 Section 10.6. Subrogation ..................................................... 83 Section 10.7. Relative Rights ................................................. 84 Section 10.8. Subordination May Not Be Impaired by Company .................... 84 Section 10.9. Rights of Trustee and Paying Agent .............................. 84 Section 10.10. Distribution or Notice to Representative......................... 84 Section 10.11. Article X Not to Prevent Events of Default or Limit Right to Accelerate....................................................... 84 Section 10.12. Trust Moneys Not Subordinated ................................... 85 Section 10.13. Trustee Entitled to Rely......................................... 85 Section 10.14.
Subordination of the Notes. (a) Anything in this Agreement or the Notes to the contrary notwithstanding, the indebtedness evidenced by the Notes, including principal and interest and the Subordinated Liabilities, shall be subordinate and junior in right of payment to the extent set forth in clauses (i) through (vi) below to all Senior Obligations. Without limiting the foregoing:
(i) The Purchasers and the holders of the Notes may not exercise any right of offset in respect of obligations owing from the Company or any Subsidiary Guarantor against obligations of the Company or Subsidiary Guarantor hereunder.
(ii) In the event (A) of a default in the payment of principal of or interest on any Senior Debt or (B) any Senior Debt is declared immediately due and payable prior to its stated maturity, and the holders of the Notes are given notice by the Company or any holder of Senior Debt of either such event, then no payments may be made by the Company or any Subsidiary Guarantor on the Subordinated Liabilities until such default is cured or such declaration is rescinded. In addition, the holders of the Notes may not take any action under paragraph 10 hereof or initiate any bankruptcy proceeding with respect to the Company or any Subsidiary Guarantor until the earlier of the date on which such default is cured, or such declaration is rescinded by written notice by or on behalf of any holder of Senior Debt or 180 days after the giving of such notice (in each case to the extent the holders of the Notes are permitted to take such action under paragraph 10).
(iii) In the event (a) the Company defaults in the performance of its obligations under any of Sections 9.01(a), 9.01(b), 9.01(c), 9.01(h), 9.01(1), 9.04(1), 9.04(6), 9.11, 9.13, 9.14 or 9.17 of the Credit Agreement or there occurs an "event of default" (as defined in the Credit Agreement) under any of Sections 10(b), 10(j), 10(k), 10(m) or 10(n) of the Credit Agreement, and (b) upon receipt by the holders of the Notes of a certificate from the Agent (as defined in the Credit Agreement) substantially in the form attached hereto as Exhibit 8(a), then, unless and until such default shall have been cured or waived or shall have ceased to exist, no payment may be made by the Company or any Subsidiary Guarantor on any of the Subordinated Liabilities during any period of 180 consecutive days after the occurrence of such event and receipt of such certificate; provided that any Advisory Fee payable hereunder during such 180-day period shall accrue ...